UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
IPI, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
449805100
(CUSIP Number)
DAVID ENGEL
15155 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
(612) 975-6200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 20, 1997
(Date of Event Which Requires Filing
of This Statement)
(Cover page continued on next page)
Page 1 of 5 Pages
SCHEDULE 13G
CUSIP No. 449805100 PAGE _2_ OF _5_ PAGES
1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSON
Jacobs Industries, Inc. ("JII")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
5 SOLE VOTING POWER
NUMBER OF
SHARES 3,217,000 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0- shares
PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,608,500 shares
8 SHARED DISPOSITIVE POWER
1,687,772 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,296,272 shares (JII disclaims current beneficial ownership
of 79,272 of such shares - see item 4 below)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
69.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
ITEM 1(a). NAME OF ISSUER.
IPI, INC.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
15155 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
ITEM 2(a). NAME OF PERSON FILING.
JACOBS INDUSTRIES, INC.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
100 SOUTH FIFTH STREET
SUITE 2500
MINNEAPOLIS, MN 55402
ITEM 2(c). CITIZENSHIP.
INCORPORATED IN MINNESOTA
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
COMMON STOCK, PAR VALUE $.01 PER SHARE
ITEM 2(e). CUSIP NO.
449805100
Page 3 of 5 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON IS A:
[ ] (a) Broker or Dealer registered under Section 15 of the Act;
[ ] (b) Bank as defined in Section 3(a)(6) of the Act;
[ ] (c) Insurance Company as defined in Section 3(a)(19) of the
Act;
[ ] (d) Investment Company registered under Section 8 of the
Investment Company Act;
[ ] (e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940;
[ ] (f) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F);
[ ] (g) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G) (Note: See Item 7); or
[ ] (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not Applicable.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned (1)(2): 3,296,272 shares
(b) Percent of Class (based on 4,734,087 shares outstanding)
(1): 69.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or
to direct the vote (2): 3,217,000 shares
(ii) Shared power to vote or
to direct the vote: -0- shares
(iii) Sole power to dispose or
to direct the disposition of: 1,608,500 shares
(iv) Shared power to dispose or
to direct the disposition of (1)(2): 1,687,772 shares
(1) Includes 79,272 shares with respect to which JII has purchased an
option (right to acquire in January 1998) and to which JII disclaims
current beneficial ownership.
(2) Includes 1,608,500 shares with respect to which JII has sold an
option (obligation to sell in January, 1998).
Page 4 of 5 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 11, 1997.
Jacobs Industries, Inc.
By: /s/ David A. Mahler
Title: CFO, Treasurer
Page 5 of 5 Pages
