SC 13D/A 1 y49767sc13da.txt AMENDMENT NO. 11 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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) May 18, 2001 (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 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). 1 2 CUSIP No. 45255W106 Page 2 of 5 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BERU Aktiengesellschaft S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not applicable -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) OR 2(e) -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 1,130,614 BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER 0 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 1,130,614 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,130,614 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO 2 3 CUSIP No. 45255W106 Page 3 of 5 AMENDMENT NO. 11 TO STATEMENT ON SCHEDULE 13D FILED BY BERU AKTIENGESELLSCHAFT This Amendment No. 11 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, Amendment No. 8, dated August 12, 1999, Amendment No. 9, dated September 7, 1999 and Amendment No. 10, dated September 21, 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"). Item 4 of the Schedule 13D is hereby amended to add the following information: Item 4. Purpose of Transaction. BERU has been monitoring, and will continue to monitor, its investment in Issuer based on factors that include Issuer's business and prospects, general economic and industry conditions, the price levels of securities markets and of Common Stock, BERU's cash needs and other investment opportunities available to BERU. Based on such review, BERU will take such actions as it determines to be appropriate in light of the circumstances then existing. In light of favorable market conditions, BERU sold shares of Common Stock described under Item 5. BERU may determine to sell some or all of Common Stock owned by it, in open market or in privately negotiated transactions, if market conditions continue to be favorable. Item 5 of the Schedule 13D is hereby amended to add the following information: Item 5. Interest in Securities of the Issuer. (a) As a result of the sales described under Item 5(c), BERU is the beneficial owner of 1,130,614 shares of Common Stock, or approximately 11% of the 10,278,377 shares of Common Stock outstanding according to the most recent information provided by the Issuer in its quarterly report on Form 10-Q for the period ended January 31, 2001. 3 4 CUSIP No. 45255W106 Page 4 of 5 (b) BERU has sole power to vote and dispose of Common Stock. (c) The table below sets forth information with respect to all sales of Common Stock by BERU during the last 60 days. All of such sales were executed through broker's transactions on NASDAQ.
TRANSACTION DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- ---------------- May 8, 2001 1,100 28.00000 May 9, 2001 15,000 27.51000 May 10, 2001 20,100 27.67543 May 14, 2001 13,000 27.73077 May 15, 2001 2,500 27.50000 May 18, 2001 48,300 28.27733
Except as expressly amended and supplemented hereby, the text of the Schedule 13D remains in effect without any other modification. 4 5 CUSIP No. 45255W106 Page 5 of 5 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: May 29, 2001 BERU AKTIENGESELLSCHAFT By: /s/ Ulrich Ruetz ------------------------------- Name: Ulrich Ruetz Title: Chairman and Chief Executive Officer 5