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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
IMPCO TECHNOLOGIES, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
45255W106
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(CUSIP Number)
Questor Partners Fund, L.P.
Questor Side-by-Side Partners, L.P.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
(302) 478-6160
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copies to:
Edward L. Scarff Christopher D. Dillon, Esq.
601 California Street Shearman & Sterling
Suite 1450 555 California Street, Suite 2000
San Francisco, CA 94108 San Francisco, CA 94104
Telephone: (415) 433-6670 Telephone: (415) 616-1100
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September 14, 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 Rule 13d-1(b)(3) or (4), check the following box [_].
Page 1 of 9
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CUSIP No. 45255W106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Questor Partners Fund, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
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[_] (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
----------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [_]
(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power 1,898,022
Number of ---------------------------------------------------------------
Shares (8) Shared Voting Power 136,304
Beneficially
Owned by ---------------------------------------------------------------
Each (9) Sole Dispositive Power 1,898,022
Reporting
Person With ------------------------------------------
(10) Shared Dispositive Power 136,304
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,034,326
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) X
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(13) Percent of Class Represented by Amount in Row (11) 24.0%/(1)/
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(14) Type of Reporting Person (See Instructions) PN
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/(1)/ Based upon 8,468,881 shares outstanding as of August 31, 1999 as reported
in Impco's Report on Form 10-Q for the quarter ended July 31, 1999.
Page 2 of 9
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CUSIP No. 45255W106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Questor Side-by-Side Partners, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
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[_] (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
----------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [_]
(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power 136,304
Number of ---------------------------------------------------------------
Shares (8) Shared Voting Power 1,898,022
Beneficially
Owned by ---------------------------------------------------------------
Each (9) Sole Dispositive Power 136,304
Reporting
Person With ---------------------------------------------------------------
(10) Shared Dispositive Power 1,898,022
---------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,034,326
--------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) X
-------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 24.0%/(1)/
------------------------
(14) Type of Reporting Person (See Instructions) PN
-------------------------------
/(1)/ Based upon 8,468,881 shares outstanding as of August 31, 1999 as reported
in Impco's Report on Form 10-Q for the quarter ended July 31, 1999.
Page 3 of 9
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This Amendment No. 1 ("Amendment No. 1") amends the Statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange
Commission on June 16, 1998 by Questor Partners Fund, L.P., a Delaware limited
partnership ("Questor Partners"), and Questor Side-by-Side Partners L.P., a
Delaware limited partnership ("Questor SBS", and together with Questor Partners,
the "Reporting Persons") with respect to shares of common stock, par value
$0.001 per share (the "Common Shares"), of IMPCO Technologies, Inc., a Delaware
corporation ("Impco").
Capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Schedule 13D. Except as indicated below, the
information set forth in the Schedule 13D remains unchanged.
Item 2. Identity and Background.
-----------------------
Item 2 of the Schedule 13D is amended and restated in its entirety to
read as follows:
Each of Questor Partners and Questor SBS is a Delaware limited
partnership with offices located at 103 Springer Building, 3411 Silverside Road,
Wilmington, DE 19810. Questor Partners and Questor SBS were formed to acquire
interests in, among others, underperforming companies and other special
situations where they, together with like-minded investors, including
management, can make a significant contribution to the company's success through
their influence at the board of directors' level and in cooperation with
management at the operating level. The general partner of Questor Partners is
Questor General Partner, L.P., a Delaware limited partnership ("QGP"), whose
sole business is to act as a general partner of Questor Partners. The general
partner of QGP is Questor Principals, Inc., a Delaware corporation, the business
of which is to act as general partner of QGP and of Questor SBS. Day-to-day
management of Questor Partners and Questor SBS is conducted by Questor
Management Company (Delaware), a Delaware corporation ("Questor").
The sole shareholders of Questor Principals, Inc. are Jay Alix, Melvyn
N. Klein, Dan W. Lufkin and Edward L. Scarff. The sole directors of Questor
Principals, Inc. and Questor, and the sole shareholders of Questor, are Jay Alix
and Dan W. Lufkin. Mr. Alix, who also serves as President and Chief Executive
Officer of Questor Principals, Inc. and Questor, is the founder, and for the
past five years has been a principal, of Jay Alix & Associates, a nationally-
recognized turnaround and crisis management firm based in Southfield, Michigan.
Mr. Klein is a merchant banker and attorney who currently acts, and for the past
five years has acted, as the managing general partner of GKH Investments, L.P.,
a $550 million equity investment partnership. Mr. Lufkin was a co-founder of
Donaldson, Lufkin & Jenrette and is currently, and for the past five years has
been, a private investor and an officer of Questor. Mr. Scarff is a former
president of Transamerica Corporation and is currently, and for the past five
years has been, a private investor. Mr. Scarff has been a
Page 4 of 9
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director of the Company since June 1998. The executive officers of the Questor
entities are Mr. Alix and Robert E. Shields.
Questor is a Delaware corporation. Its principal business is to
manage Questor Partners and Questor SBS. Questor's principal business address
is 4000 Town Center, Suite 530, Southfield, Michigan 48075.
During the last five years, none of Questor Partners, Questor SBS or
any of the entities or persons named above have been (i) convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The following text is added to Item 3 of the Schedule 13D.
Effective as of April 1, 1999, Impco converted the outstanding
Preferred Shares into Common Shares in accordance with the terms of
the Preferred Shares. Each Preferred Share was converted into
approximately 189.036 Common Shares (based upon the conversion price
notified to Questor Partners and Questor SBS by Impco).
Item 4. Purpose of Transaction.
----------------------
The last two sentences of Item 4 of the Schedule 13D are deleted and
replaced with the following text:
As described in Item 2 above, Mr. Scarff is a shareholder of
Questor Principals, Inc. Mr. Mumford is a private investor and was a
Managing Director of Questor from 1995 through 1997.
In addition, the following text is added to Item 4 of the Schedule
13D.
By letter dated September 7, 1999 that was delivered to the Board
of Directors of Impco (the "Board of Directors"), BERU
Aktiengesellschaft ("BERU") offered (the "Offer") to purchase Impco in
a transaction in which Impco stockholders would receive $14 per share
in cash. As indicated in a press release, dated September 14, 1999,
which is included as an exhibit to this Amendment No. 1 and is
incorporated herein by reference, on September 13, 1999, the Board of
Directors unanimously determined that the Offer was inadequate and
Questor Partners expressed full support for the Board of Directors'
decision in this matter.
Page 5 of 9
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Item 5. Interest in Securities of Issuer.
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Item 5(a) of the Schedule 13D is amended and restated in its entirety
to read as follows.
(a) The table set forth below indicates the number of Common Shares
owned by Questor Partners and Questor SBS. The percentage calculations are
based on 8,468,881 Common Shares being outstanding as of August 31, 1999
(according to Impco's Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 1999).
<TABLE>
<CAPTION>
Beneficial
Ownership
Number of Percentage of
Common Shares Common Shares
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<S> <C> <C>
Questor Partners 1,898,022 22.4%
Questor SBS 136,304 1.6%
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Total 2,034,326 24.0%
</TABLE>
Except for Questor Partners and Questor SBS, none of the other persons
named in Item 2 above own any interests in Common Shares.
Item 7. Material to Be Filed as Exhibits.
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<TABLE>
<CAPTION>
Exhibit Number Description Page
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<S> <C> <C>
6 Press Release, dated September 14, 1999, 9
of Impco
</TABLE>
Page 6 of 9
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SIGNATURE
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
September 20, 1999 Questor Partners Fund, L.P.
By: Questor General Partner, L.P., its
general partner
By: Questor Principals, Inc., its
general partner
By: /s/ Robert E. Shields
-----------------------------------
Name: Robert E. Shields
Questor Side-by-Side Partners, L.P.
By: Questor Principals, Inc., its
general partner
By: /s/ Robert E. Shields
-----------------------------------
Name: Robert E. Shields
Page 7 of 9
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
6 Press Release, dated September 14, 1999, of Impco 9
</TABLE>
Page 8 of 9
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Exhibit 6
IMPCO Determines BERU Offer to be Inadequate
Cerritos, Calif. -- Sept. 14, 1999 -- IMPCO Technologies, Inc.
(Nasdaq:IMCO) today announced that yesterday its board of directors reviewed and
considered the proposal of BERU Aktiengesellschaft to purchase IMPCO in a
transaction in which the stockholders would receive $14 per share in cash and
unanimously determined that the offer was inadequate.
Robert M. Stemmler, IMPCO's chairman, president and chief executive
officer, confirmed that IMPCO's largest shareholder, Questor Partners Fund L.P.,
when contacted by the company, had expressed full support for the board's
decision in this matter. Quester owned 2,034,326 shares, or just over 24
percent of IMPCO's outstanding Common Stock, at July 31, 1999.
IMPCO Technologies, Inc. sells alternative fuel products and services
worldwide. Headquartered in Cerritos, the company has additional facilities in
Irvine, Calif.; Detroit; Seattle; and Australia, Japan, and Mexico. It operates
in the Netherlands, France, Germany and the United Kingdom as IMPCO-BERU
Technologies, B.V.
IMPCO is a market leader in the original equipment manufacturer (OEM)
marketplace and aftermarket for gaseous fuel management systems and components
that allow internal combustion engines to operate on clean gaseous fuels such as
propane and natural gas. IMPCO provides conversion systems for motor vehicles,
forklifts, other material handling equipment, and small portable to large
stationary engines.
Contact:
IMPCO Technologies, Inc., Seattle
Dale Rasmussen, 206/575-1594
or
Pondel/Wilkinson Group
Gary S. Maier/Steven D. Stern, 310/207-9300
Page 9 of 9
