<PAGE>
Proxy Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
File by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
_____ Preliminary Proxy Statement
__x__ Definitive Proxy Statement
_____ Definitive Additional Materials
_____ Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 14a-12
WILLIAMS CONTROLS, INC.
(Name of Registrant as Specified In Its Charter)
Dale J. Nelson
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate Box:)
__x__ $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange Act Rule
_____ 14a-6(i)(4) and O-11.
_____ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11:1 N/A
(4) Proposed maximum aggregate value of transaction: N/A
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O- 11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
4410_1
<PAGE>
Williams Controls, Inc.
Notice of Annual Meeting of Stockholders
to be held on February 16, 1996
The Annual Meeting of Stockholders of Williams Controls, Inc. (the "Company")
will be held at the offices of Aptek Williams, Inc. located at 700 NW 12th
Avenue, Deerfield Beach, Florida 33442, on Friday, February 16, 1996 at 10:00
a.m., Eastern Standard Time, for the following purposes:
1. To elect two Class III directors for three-year terms expiring
in 1999. (To be elected, a nominee must have more shares cast
in his favor than shares for which voting authority is
withheld.)
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Stockholders holding shares of Common Stock of record at the close of business
on January 15, 1996, will be entitled to receive notice of and vote at the
meeting.
Stockholders, whether or not they expect to be present at the meeting, are
requested to sign and date the enclosed proxy and return it promptly in the
envelope enclosed for that purpose. Any person giving a proxy has the power to
revoke it at any time by following the instructions provided in the Proxy
Statement.
By Order of the Board of Directors,
Dale J. Nelson
Secretary
January 17, 1996
Portland, Oregon
4410_1
<PAGE>
Proxy Statement
for 1996 Annual Meeting of Stockholders
General Information
This Proxy Statement is furnished to stockholders of Williams Controls, Inc.
(the "Company") in connection with the solicitation of proxies by and on behalf
of the Company's Board of Directors (the "Board") for use at the Annual Meeting
of Stockholders of the Company (the "Meeting") to be held on Friday, February
16, 1996 at the offices of Aptek Williams, Inc. located at 700 NW 12th Avenue,
Deerfield Beach, Florida 33442, at 10:00 a.m., Eastern Standard Time, for the
purposes set forth in the Notice of Annual Meeting of Stockholders. The Notice
of Annual Meeting, this Proxy Statement and the accompanying proxy card
(collectively, the "Proxy Materials") will be first sent to stockholders on or
about January 23, 1996.
As of the close of business on January 15, 1996, the record date for entitlement
to notice of and vote at the Annual Meeting, the Company had outstanding
17,319,987 shares of common stock, $.01 par value per share (the "Common
Stock"). The presence, in person or by proxy, of holders of one-third of the
shares of Common Stock entitled to vote at the Meeting constitutes a quorum for
the transaction of business at the Meeting.
Each share of Common Stock outstanding on the record date is entitled to one
vote on each matter presented at the Meeting. To be elected as a director, a
nominee must have more shares cast in his favor than shares for which voting
authority is withheld.
Abstentions will be treated as shares present or represented and entitled to
vote for purposes of determining the presence of a quorum, but will not be
considered as votes cast in determining whether a matter has been approved by
the stockholders. As to any shares a broker indicates on its proxy that it does
not have the authority to vote on any particular matter because it has not
received direction from the beneficial owner thereof, said shares will not be
counted as voting on the particular matter.
A stockholder who gives his proxy may revoke it at any time before it is voted
by giving notice of the revocation thereof to the Secretary of the Company, by
filing another proxy with said Secretary or by attending the Meeting and voting
in person. All properly executed and unrevoked proxies delivered pursuant to
this solicitation, if received in time, will be voted in accordance with the
instructions of the beneficial owners contained thereon.
The Company will bear the cost of the solicitation. In addition to solicitation
by mail, the Company will request banks, brokers and other custodian nominees
and fiduciaries to supply
4410_1
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<PAGE>
proxy materials to the beneficial owners of the Company's Common Stock for whom
they hold shares and will reimburse them for their reasonable expenses in so
doing.
Proposal 1 - Election of Directors
The Company's Certificate of Incorporation provides for three classes of
directors with staggered terms of office. Nominees of each class serve for terms
of three years and until the election and qualification of their successors or
until their resignation, death, disqualification or removal from office.
The Board of Directors consists of five members, including two Class I directors
whose terms expire in 1998, one Class II director whose term expires in 1997 and
two Class III directors whose terms expire in 1996. At the Meeting, two Class
III directors will be elected to serve three-year terms expiring in 1999. The
nominees for Class III directors are R. William Caldwell and Stanley V. Intihar,
both of whom presently serve on the Board of Directors of the Company.
Directors are elected by a plurality of the votes cast. Unless you withhold
authority to vote for a nominee, your proxy will be voted for the election of
Mr. Caldwell and Mr. Intihar.
If either Mr. Caldwell or Mr. Intihar becomes unavailable to serve as a
director, discretionary authority may be exercised by the proxy holders named in
the accompanying proxy card to vote for a substitute nominee or nominees
proposed by the Board of Directors. Neither management nor the Board of
Directors knows of any reason why either nominee would be unavailable to serve
on the Board of Directors.
<TABLE>
<CAPTION>
First Year
Positions and Elected
Name Age Offices with Company Director
- ---- --- -------------------- ----------
<S> <C> <C> <C>
NOMINEES:
Class I
Terms Expire 1996
R. William Caldwell 78 Director 1994
H. Samuel Greenawalt 66 Director 1994
</TABLE>
4410_1
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<PAGE>
<TABLE>
<CAPTION>
First Year
Positions and Elected
Name Age Offices with Company Director
- ---- --- -------------------- ----------
<S> <C> <C> <C>
CONTINUING DIRECTORS:
Class II
Term Expires 1997
Timothy S. Itin 37 Director 1994
Class III
Terms Expire in 1998
Thomas W. Itin 61 President, Chairman of the 1988
Board, Chief Executive
Officer and Treasurer
Stanley V. Intihar 61 Senior Vice President 1992
and Director
</TABLE>
R. William Caldwell has been a director of the Company and a member of the Audit
and Compensation Committees of the Board of Directors since March 1994. Mr.
Caldwell has been retired since 1975. He presently serves as a director of the
Michigan State University Foundation, a director and secretary/treasurer of
Neogen Corporation of East Lansing, Michigan, a limited partner of Doan
Associates of Midland, president and a director of Dow consultants and a
director of the Chemical Bank and Trust Company of Midland. From 1963 until 1967
Mr. Caldwell served in a variety of positions with Dow Corning Corporation, a
multibillion dollar worldwide chemical company, including director of Toray
Silicone Company, Ltd, Toyko, Japan, Societe Industrgrielle des Silicones,
Paris, France, and Midland Silicones, London, United Kingdom; chairman of
Molykote, GmbH, Munich, Germany and Arnet Industries, Ltd., Canada; president
and chairman of Dow Corning Silicones, Ltd., Canada; chairman of Dow Corning
International, Ltd.; and corporate vice president of Dow Corning Corporation,
Midland, Michigan. From 1967 to 1968 he served as the assistant general manager,
Pharmaceutical, Agricultural and Consumer Product Department, Dow Chemical, in
Midland, Texas. From 1968 to 1974 he served as director of Dow Chemical, SpA,
Milan, Italy, president and director A.P.E.S.A., Luxembourg, president and
director of Worldwide Operations, Gruppo Lepetit, SA, Italy. From 1974 until his
retirement in 1975 he served as executive vice president of Dow Lepetit, Ltd.,
Milan, Italy and Midland, Texas. Mr. Caldwell received a bachelor of science
degree in
4410_1
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<PAGE>
chemical engineering from Michigan State University and graduated from the
Harvard School of Business Administration, Advance Management Program.
Stanley V. Intihar has been a Director of the Company since December 1992 and
has served as Senior Vice President of the Company since March 1994. Since
September 1994, at the request and on behalf of the Company, Mr. Intihar has
served as a member of the Board of Directors of Ajay Sports, Inc. From November
1991 until March 1994, Mr. Intihar was an independent consultant. From January
1988 to November 1991, Mr. Intihar held various offices with Park Ohio
Industries, Inc., including President and Chief Operating Officer and Chairman
of the Board and Chief Executive Officer. From 1958 to 1988, Mr. Intihar was
employed by TRW, Inc., a publicly-held corporation, in a variety of executive
positions including Vice President and General Manager Engine Components
Worldwide, and Vice President Corporate Planning and Development Staff. Since
1978 Mr. Intihar has been a Director of Horsburgh & Scott Co., a private
company. Mr. Intihar received a B.S. degree in Mechanical Engineering from
Cornell University and graduated from the Harvard School of Business, Advanced
Management Program.
Timothy S. Itin has served as a director of the Company and a member of the
Audit and Compensation Committees of the Board of Directors since March 1994.
Since January 1996, Mr. Itin has been a general partner in the investment
banking firm of Volpe, Welty & Company located in San Francisco, California.
From 1991 through 1995, Mr. Itin was a managing director of Jensen Securities, a
Pacific Northwest institutional brokerage firm located in Portland, Oregon, and
he served on Jensen's management committee. From 1989 to 1991, he was employed
by Laurel Management Partners, a money management affiliate of Montgomery
Securities. From 1983 to 1989, Mr. Itin was a limited partner of Montgomery
Securities and worked in the field of investment banking, institutional trading
and full service brokerage in San Francisco. Currently, Mr. Itin is a Chartered
Financial Analyst (CFA) candidate. Mr. Itin received a B.A. degree in economics
from Dartmouth College.
Thomas W. Itin has been Chairman of the Board and Chief Executive Officer of the
Company since March 1989 and a Director since inception of the Company in
November 1988. In addition, Mr. Itin was elected President and Treasurer of the
Company in June 1993. Mr. Itin has been Chairman, President and owner of TWI
International, Inc. ("TWI") since he founded that entity in 1967. TWI acts as
consultant for mergers, acquisitions, financial structuring, new ventures and
asset management. Mr. Itin also is the owner and principal officer of Acrodyne
Corporation. In addition, Mr. Itin is Chairman of the Board and President of LBO
Capital Corp. and Ajay Sports, Inc., both of which are publicly-held
corporations. Mr. Itin was co-founder of Roadmaster Industries, Inc. in 1987 and
served as a director thereof from October 1987 until June 1993. From December
1987 until October 1993, Mr. Itin was an officer and director of Compusonics
Video Corp. From 1957 to 1962
4410_1
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<PAGE>
Mr. Itin was employed by Mobil Oil Corporation in New York and overseas. Mr.
Itin received a B.S. degree from Cornell University and was awarded a Masters of
Business Administration degree from New York University.
H. Samuel Greenawalt has served as a director of the Company and a member of the
Audit Committee of the Board of Directors since March 1994. From 1987 until his
retirement in June 1994, Mr. Greenawalt served as Senior Vice President,
Business Development, for Michigan National Bank in Detroit, Michigan. Mr.
Greenawalt continues to provide consulting services to Michigan National Bank.
From 1958 to 1987, Mr. Greenawalt served in various commercial lending
capacities at Michigan National Corporation. From 1954 to 1958, he was with the
investment firm of McNaughton-Greenawalt Company. Since June 1993, Mr.
Greenawalt has served as a director of Enercorp, Inc., a publicly traded
business development company which owns approximately 11.2% of the Common Stock
of the Company. Mr. Greenawalt received a bachelor of science degree from the
Wharton School of the University of Pennsylvania, and is a graduate of the
University of Wisconsin Banking School.
During the fiscal year ended September 30, 1995, the Board of Directors held a
total of five meetings and acted by unanimous written consent five times. The
Board of Directors maintains an Audit Committee and a Compensation Committee.
There is no standing nominating or similar committee of the Board of Directors.
The members of the Audit Committee are H. Samuel Greenawalt, R. William Caldwell
and Timothy S. Itin. The Audit Committee primarily reviews internal accounting
procedures and oversees the review and engagement of the Company's independent
accountants. The Audit Committee met two times during the year. The members of
the Compensation Committee are R. William Caldwell and Timothy S. Itin. The
Compensation Committee primarily reviews and sets compensation paid to the
Company's executive officers and directors and administers the Company's 1993
Stock Option Plan. The Compensation Committee met two times during the year.
Each director attended more than 75% of the meetings of the Board of Directors
and the Audit and Compensation Committees during the period which he served.
Timothy S. Itin is the son of Thomas W. Itin. There are no other family
relationships between any director, executive officer or nominees for director
of the Company.
Executive Officers of the Company
The following table sets forth, as of January 5, 1996, the names and ages of the
Company's executive officers, including all positions and offices held by each
such person. These officers serve at the pleasure of the Board of Directors.
4410_1
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<PAGE>
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Thomas W. Itin 61 President, Chairman of the Board, Chief
Executive Officer and Treasurer
Stanley V. Intihar 61 Senior Vice President and a Director
Dale J. Nelson 34 Chief Financial Officer, Controller and
Secretary
</TABLE>
For information regarding Mr. Itin and Mr. Intihar, see their biographies above.
Dale J. Nelson has been Chief Financial Officer, Controller and Secretary of the
Company since October 1991. From December 1990 to October 1991, Mr. Nelson
served as Assistant Controller of the Company. From 1984 to 1989 Mr. Nelson was
employed by KPMG Peat Marwick in the Portland, Oregon office as a senior
accountant. Mr. Nelson received a B.S. degree from the University of Idaho and
an M.B.A. degree from Portland State University. Mr. Nelson is a member of the
American Institute of Certified Public Accountants and the Oregon Society of
Certified Public Accountants.
Executive Compensation
Summary Compensation Table
The table below sets forth the compensation received by the Chief Executive
Officer of the Company for the past three fiscal years. No other executive
officers of the Company received in excess of $100,000 during the fiscal year
ended September 30, 1995. The Company has no restricted stock award or long-term
incentive plans.
<TABLE>
Annual Compensation Long-term
Other Annual Compensation Any Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) ($) ($) (#) ($)
- ------------------ ---- ------ ----- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Itin 1995 150,000 -- -- -- --
Chief Executive 1994 150,000 100,000 -- 150,000(1) --
Officer 1993 150,000 75,000 -- 150,000(1) --
</TABLE>
- ----------
(1) These options were issued to Acrodyne Corporation, a company owned by
Mr. Itin.
4410_1
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<PAGE>
Options/SAR Grants
During 1995, no options or stock appreciation rights were granted to the
executive officer named in the Summary Compensation Table.
Aggregated Option Exercises and Fiscal Year-End Option Value Table
The table below summarizes options exercised during 1995 and year-end option
values of the named executive officer listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying In-the-Money
Unexercised Options Options at Year-end
Shares at Year-end (#) ($)
Acquired Value ------------------- -------------------
on Exercise Realized Exercisable/ Exercisable/
Name # ($) Unexercisable Unexercisable
- ---- ----------- -------- ------------------- -------------------
<S> <C> <C> <C> <C>
Thomas W. Itin -- -- 425,500(1)/75,000 1,049,246/8,434
</TABLE>
- ----------
(1) Of these options 350,000 are held by Acrodyne Corporation, a company
owned by Mr. Itin.
Compensation of Directors
The directors of the Company are paid $500 for each Board of Directors Meeting
attended and are reimbursed reasonable costs incurred to attend the meetings.
In February 1995 R. William Caldwell, H. Samuel Greenawalt and Timothy S. Itin,
the non-employee directors of the Company, each received non-statutory stock
options exercisable for ten years to purchase up to 10,000 shares of Common
Stock for $3.63 per share. These stock options were granted automatically under
the 1995 Stock Option Plan for Non- Employee Directors at 100% of the fair
market value of the Common Stock on the date of grant.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
In 1994, the Company agreed to enter into a five-year employment contract with
Mr. Itin under which he serves as Chief Executive Officer at a minimum salary of
$150,000 per year.
4410_1
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<PAGE>
Under this arrangement, the Company may terminate Mr. Itin's employment only for
cause. No definitive agreement has been signed with respect to this employment
arrangement.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
reviewing and approving the Company's compensation policies and the compensation
paid to executive officers.
The Company's compensation philosophy is designed to achieve long-term growth in
stockholder value. The Company's compensation policies are intended to attract,
retain and motivate highly qualified executives who support a
performance-oriented environment that rewards achievement based upon the
Company's performance and the individual's contribution and performance.
There are three main components in the Company's executive compensation program:
base salary, annual bonus incentive and long-term incentive.
Base Salary. The base salary of each executive officer of the Company is
measured against the median base pay level for positions with comparable
functional responsibilities at companies with sales that are comparable in size
to the Company's sales. Executive salaries are reviewed but not necessarily
increased annually. Salary adjustments may be made by the Committee to recognize
individual contribution and performance or to reflect an increased scope of
responsibilities.
Annual Incentive. Annual incentive bonuses for executive officers are intended
to reflect the Committee's belief that a significant portion of the annual
compensation of each executive officer should be contingent upon the performance
of the Company, as well as the individual contribution of each officer.
The Company has implemented an annual incentive bonus which provides executive
officers and other key management employees the opportunity to earn annual
incentive bonuses. As a pay-for-performance plan, the annual incentive bonus is
intended to motivate and reward executive officers by directly linking the
amount of any cash bonus to two performance components: (1) corporate and/or
operating unit financial performance (specific measurements are defined each
year and threshold and payout levels are established to reflect the Company's
objectives); (2) management's overall assessment of an executive officer's
performance. These goals and objectives are reviewed and approved by the
Committee. Under the guidelines adopted by the Committee, executive officers are
eligible to receive up to 75% of their salary as an annual bonus, depending on
actual earnings performance compared to target earnings goals.
4410_1
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<PAGE>
Long-Term Incentive. The Company utilizes stock options as a long-term incentive
to reward and retain employees. The Committee believes that these programs serve
to link management and stockholder interests and to motivate executive officers
to make long-term decisions that are in the best interest of the Company and the
stockholders. The Committee also believes that executive officers and other key
employees should have significant ownership of the Company stock. As a group,
executive officers and directors own approximately 28.2% of the outstanding
Common Stock. In particular, Mr. Itin, the Company's Chairman and Chief
Executive Officer, together with his affiliates, owns approximately 26.7% of the
outstanding Common Stock.
The Committee believes that stock option grants provide an incentive that
focuses the executives' attention on managing the Company from the perspective
of an owner with an equity stake in the business. Stock options are granted from
time-to-time, generally on an annual basis, based upon recommendations from
management and the Committee. In general, stock options vest over four years and
employees must be employed by the Company at the time of vesting in order to
exercise the options. As the stock options are granted at the fair market value
on the date of grant, the Company's stock options are tied to the future
performance of the Company's stock and will provide value to the recipient only
when the price of the Company's stock increases above the option grant price,
that is, only to the extent that stockholders as a whole have benefitted.
It is the opinion of the Committee that this compensation program provides
features which appropriately align the Company's executive compensation with
corporate performance and the interest of its stockholders.
R. William Caldwell
Timothy S. Itin
4410_1
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<PAGE>
Performance Graph
The graph below compares the percentage changes in the Company's cumulative
stockholder return on its Common Stock for the five-year period ended September
30, 1995, with the cumulative total return of the NASDAQ Stock Market (US
Companies) and a peer index of the NASDAQ Stocks - Motor Vehicles and Motor
Vehicle Equipment companies.
Comparison of Fiver Year-Cumulative Total Returns
Performance Graph for
Williams Controls, Inc.
Prepared by the Center for Research in Security Prices Produced on 01/02/96
including data to 09/29/95.
<TABLE>
<CAPTION>
Company Market Peer
Date Index Index Index
<S> <C> <C> <C>
09/28/90 100.000 100.000 100.000
10/31/90 95.969 96.060 91.751
11/30/90 95.969 105.227 95.705
12/31/90 92.770 109.785 99.047
01/31/91 70.377 121.954 112.297
02/28/91 76.775 133.685 114.865
03/28/91 102.367 142.630 118.802
04/30/91 108.765 143.533 119.184
05/31/91 105.566 150.122 137.201
06/28/91 109.819 140.979 131.127
07/31/91 93.437 149.325 136.726
08/31/91 85.118 156.748 142.020
09/30/91 71.888 157.325 138.463
10/31/91 73.525 162.544 138.126
11/29/91 69.646 157.094 135.899
12/31/91 88.482 176.274 137.305
01/31/92 89.558 186.583 157.702
02/28/92 90.634 190.811 184.087
03/31/92 88.482 181.805 177.831
04/30/92 76.798 174.009 183.277
05/29/92 81.238 176.270 194.529
06/30/92 86.103 169.378 186.696
07/31/92 77.404 175.377 183.241
08/31/92 68.525 170.018 171.348
09/30/92 64.130 176.338 168.274
10/30/92 86.284 183.283 174.614
11/30/92 90.588 197.865 182.268
12/31/92 100.589 205.150 192.768
01/29/93 152.566 210.990 203.492
02/26/93 153.687 203.119 202.898
03/31/93 154.809 208.999 223.250
04/30/93 171.992 200.079 216.945
05/28/93 250.264 212.031 219.773
06/30/93 260.853 213.012 232.810
07/31/93 301.289 213.266 230.328
08/31/93 347.794 224.288 237.608
09/30/93 349.187 230.967 237.678
10/29/93 343.052 236.166 246.062
11/30/93 347.320 229.134 243.043
12/31/93 514.549 235.520 253.010
01/31/94 553.140 242.661 275.851
02/28/94 778.255 240.452 266.683
03/31/94 604.595 225.676 238.136
04/29/94 701.073 222.757 242.418
05/31/94 630.322 223.275 236.391
06/30/94 566.004 215.119 223.162
07/29/94 514.549 219.518 235.523
08/31/94 553.140 233.508 238.720
09/30/94 643.186 232.886 231.814
10/31/94 591.731 237.448 232.474
11/30/94 630.322 229.534 221.238
12/31/94 720.368 230.176 230.658
01/31/95 720.368 231.402 229.244
02/28/95 765.391 243.611 237.527
03/31/95 713.936 250.848 235.949
04/30/95 720.368 258.716 245.169
05/31/95 643.186 265.399 251.116
06/30/95 668.913 286.866 250.084
07/31/95 681.777 307.914 254.826
08/31/95 707.504 314.183 246.264
09/29/95 688.209 321.412 237.666
</TABLE>
Notes:
A. The above table represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 09/28/90.
4410_1
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<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth, as of January 5, 1996, the number of shares of
Common Stock beneficially owned by each director and each executive officer of
the Company named in the Summary Compensation Table, named individually, all
executive officers and directors as a group and all beneficial owners of more
than five percent of the Common Stock. The following stockholders have sole
voting and investment power with respect to their holdings unless otherwise
noted.
<TABLE>
<CAPTION>
Amount
Name and address beneficially Percent
of beneficial owner owned of class*
- ------------------- ------------ ---------
<S> <C> <C>
Thomas W. Itin (1)(2)(3) 4,737,600 26.7
7001 Orchard Lake Rd., Ste. 424
West Bloomfield, MI 48322-3608
Enercorp, Inc. (4) 1,977,500 11.2
7001 Orchard Lake Rd., Ste. 426
West Bloomfield, MI 48322-3608
Acrodyne Corporation (5) 1,200,000 6.8
7001 Orchard Lake Rd., Ste. 424
West Bloomfield, MI 48322-3608
Dale J. Nelson (2)(8) 545,617 3.2
14100 SW 72nd Avenue
Portland, OR 97224
H. Samuel Greenawalt (3)(7) 147,500 **
7001 Orchard Lake Rd., Ste. 424
West Bloomfield, MI 48322-3608
Stanley V. Intihar (6) 90,000 **
5333 Northfield Road
Cleveland, OH 44146
Timothy S. Itin (7) 17,500 **
1 Maritime Plaza, 11th Floor
San Francisco, CA 94111
R. William Caldwell (7) 7,500 **
515 McDonald Street
Midland, MI 48640
</TABLE>
4410_1
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<PAGE>
<TABLE>
<CAPTION>
Amount
Name and address beneficially Percent
of beneficial owner owned of class*
- ------------------- ------------ ---------
<S> <C> <C>
All executive officers 5,015,717 28.2
and directors as a group
(six persons)
</TABLE>
- ----------
* Based upon 17,319,987 shares outstanding.
** Less than one percent.
(1) Includes 75,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options held by Mr. Itin. Also includes
1,524,000 shares of Common Stock and 350,000 shares issuable upon the
exercise of stock options beneficially owned by family members and
affiliates of Mr. Itin, including ownership of Acrodyne Corporation
and/or its affiliates which also is reported separately in this table.
Acrodyne Corporation is owned by TWI and TWI is owned by a Michigan
co-partnership of which Mr. Itin is the sole equity owner. Also
includes 390,600 shares owned by certain trusts for which Mr. Itin's
spouse serves as trustee. Neither Mr. or Mrs. Itin are beneficiaries of
these trusts, and they disclaim beneficial ownership of the 390,600
shares owned by the trusts.
(2) Includes 530,000 shares of Common Stock owned by the Company's Employee
Stock Ownership Plan Trust (the "ESOP"), of which Messrs. Itin and
Nelson are the trustees. As the trustees, Messrs. Itin and Nelson share
voting and dispositive power over the securities owned by the ESOP.
Messrs. Itin and Nelson disclaim beneficial ownership of these shares.
(3) Does not include the ownership by Enercorp, Inc. as reported separately
in this table. Mr. Itin owns approximately 16.4% of the outstanding
voting securities of Enercorp, Inc. Mr. Greenawalt is a director of
Enercorp, Inc. and owns approximately 2.4% of its outstanding voting
securities.
(4) Includes 387,500 shares issuable upon exercise of presently exercisable
stock options.
(5) See note (1) above regarding the ownership of Acrodyne Corporation. Mr.
Itin may be deemed to be a beneficial owner of the shares of Common
Stock owned by Acrodyne Corporation and its affiliates and, therefore,
these shares are included in the ownership reported for Mr. Itin in
this table.
(6) Includes 20,000 shares underlying currently exercisable stock options.
(7) Includes 5,000 shares underlying currently exercisable stock options.
(8) Includes 5,417 shares which had been allocated at December 31, 1994 to
participant accounts under the Company's 401(k) and employee stock
ownership plans and 10,000 shares underlying currently exercisable
stock options owned by Mr. Nelson.
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten- percent shareholders are
required by the SEC regulation to furnish the Company with copies of Section
16(a) forms they file.
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Based solely on review of the copies of such forms furnished to the Company, or
written representations of the reporting persons, the Company has determined
that all required reports were timely filed during the year. Subsequent to year
end, one director, H. Samuel Greenawalt, filed one late report involving two
transactions effected after September 30, 1995.
Certain Relationships and Related Transactions
Enercorp, Inc. is a publicly-held business development company which
beneficially owns approximately 11.2% of the Company's Common Stock. Enercorp
provides management consulting services to the Company on an as-needed basis for
which the Company reimburses Enercorp's reasonable costs related thereto. In May
1995 the Company granted Enercorp a stock bonus of 30,000 shares and an option
exercisable for five years to purchase up to 25,000 shares of Common Stock for
$3.63 per share, representing the market price of the Common Stock on the date
of grant. These securities were issued as compensation for management consulting
services provided to the Company in connection with acquisitions completed
during 1995. Thomas W. Itin, Chairman of the Board and Chief Executive Officer
of the Company, owns approximately 16.4% of the common stock of Enercorp.
During 1994 the Company provided a $7,000,000 revolving loan facility to Ajay
Sports, Inc. ("Ajay") for Ajay's operating subsidiary. Ajay manufactures and
distributes golf and billiard accessories primarily to retailers throughout the
United States. The loan to Ajay was recorded as a note receivable, affiliate in
the Consolidated Balance Sheets. In July 1995 Ajay obtained an $8,500,000 credit
facility from a bank which was used to pay off the revolving loan provided by
the Company. The Company has guaranteed Ajay's $8,500,000 bank credit facility
and is charging Ajay a fee of 1/2 of 1% per annum of the outstanding loan amount
for providing this guaranty. The Chairman and President of the Company is also
Chairman and President of Ajay, and has guaranteed Ajay's obligation to the
Company under the loan guaranty.
In exchange for the Company providing interim financing, the Company received
options to purchase up to 15,228,520 shares of Ajay common stock (which would
represent approximately 45% of Ajay's then outstanding common stock) and
received manufacturing rights in certain Ajay facilities through 2002 under a
joint venture agreement. In October 1994, the Company exercised options at $.34
per share to purchase 4,117,647 shares of Ajay common stock. At September 30,
1995 the Company has vested options to acquire 11,110,873 shares of Ajay common
stock at prices ranging from $.34 to $.50 per share.
In October 1995 Ajay increased its bank line from $8,500,000 to $13,500,000 and
the Company increased its guaranty of this loan from a maximum of $8,500,000 to
$13,500,000. The Chairman and President of the Company, who also is Chairman and
President of Ajay, correspondingly increased his guaranty to the Company from
$8,500,000 to $13,500,000. The increase allowed Ajay to complete two
acquisitions. All other terms of the agreement
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between the Company and Ajay remained as described above. At December 31, 1995,
Ajay had outstanding approximately $10,900,000 under its bank line.
Independent Public Accountants
The Company's financial statements for the fiscal year ended September 30, 1995
were audited by Gelfond Hochstadt Pangburn & Co. ("Gelfond Hochstadt"). The
Board of Directors has selected Gelfond Hochstadt as the Company's independent
public accountants for the fiscal year ending September 30, 1996.
Representatives of Gelfond Hochstadt are expected to be present at the Meeting
and will have an opportunity to make a statement if they desire to do so, and to
be available to respond to appropriate questions.
Stockholder Proposals
All proposals of stockholders intended to be included in the proxy statement to
be presented at the next annual meeting of stockholders must be received at the
Company's corporate offices at 14100 SW 72nd Avenue, Portland, Oregon 97224,
Attention: Corporate Secretary, on or before September 20, 1996.
Other Business
Management does not know of any other business to be brought before the Meeting.
If any such matters are brought before the Meeting, the proxies named in the
enclosed form of proxy will vote proxies received by them as they deem best with
respect to all such matters.
Annual Report
The Company's 1995 Annual Report and its Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 are being sent to all stockholders with
this Proxy Statement but are not incorporated herein by reference and are not to
be considered a part of the Proxy Materials.
By Order of the Board of Directors,
Dale J. Nelson
Secretary
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PROXY PROXY
WILLIAMS CONTROLS, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 16, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of Williams Controls, Inc. (the "Company") hereby
appoints Thomas W. Itin and Dale J. Nelson, and each of them proxies to
represent, with full power of substitution, at the 1996 Annual Meeting of
Stockholders to be held at the offices of Aptek Williams, Inc. at 700 NW 12th
Avenue, Deerfield Beach, Florida 33442, on Friday, February 16, 1996 at 10:00
a.m., Eastern Standard Time, and at any postponements or adjournments thereof.
1. ELECTION OF DIRECTORS
__ FOR both nominees listed below __ WITHHOLD AUTHORITY to vote for both
(except as marked to the contrary) nominees listed below
(INSTRUCTION: To withhold authority to vote for either individual nominee,
strike a line through the nominee's name in the list below)
Nominees for Class III directors: R. William Caldwell and Stanley V. Intihar
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR the nominees for Class III directors.
Please correct address if necessary:
Date ____________________________, 1996
_______________________________________
_______________________________________
Signature(s) of Stockholder(s)
NOTE: Signature should agree with name on stock certificate as printed
hereon. Executors, administrators, trustees, and other fiduciaries
should so indicate when signing.
Please check if you intend to be present at the Meeting ____
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY.
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