SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 6)
WILLIAMS CONTROLS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
969465 10 3
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement of
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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.
This information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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).
<PAGE>
CUSIP NO. 969465 10 3 13G Page2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Itin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
NA
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US
5 SOLE VOTING POWER
1,675,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,672,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
1,675,000 common
8 SHARED DISPOSITIVE POWER
2,672,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,347,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.6%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 969465 10 3 13G Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Itin, as Trustee for Williams Controls, Inc. ESOP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California ESOP
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 530,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
530,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP NO. 969465 10 3 13G Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shirley B. Itin
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
US
5 SOLE VOTING POWER
390,600 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,142,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
390,600 common
8 SHARED DISPOSITIVE POWER
2,142,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 969465 10 3 13G Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Acrodyne Corporation
38-1561308
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan corporation
5 SOLE VOTING POWER
1,200,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
1,200,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 969465 10 3 13G Page 6 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Acrodyne Corporation - Profit Sharing Plan
38-1561308
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Corporation
5 SOLE VOTING POWER
400,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
400,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%
12 TYPE OF REPORTING PERSON*
EP
<PAGE>
CUSIP NO. 969465 10 3 13G Page 7 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SICO
38-3023843
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan co-partnership
5 SOLE VOTING POWER
268,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
268,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 969465 10 3 13G Page 8 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TICO
38-3023846
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan co-partnership
5 SOLE VOTING POWER
1,874,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,874,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,874,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP NO. 969465 10 3 13G Page 9 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy Sean Itin Irrevocable Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
85,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
85,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP NO. 969465 10 3 13G Page 10 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nina Beardsley Itin Irrevocable Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
85,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
85,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP NO. 969465 10 3 13G Page 11 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whitney Lynne Hebard Irrevocable Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
103,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
103,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP NO. 969465 10 3 13G Page 12 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory Robert Hebard Irrevocable Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
103,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
103,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP NO. 969465 10 3 13G Page 13 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elinor Lee Itin Irrevocable Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
n/a
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan Trust
5 SOLE VOTING POWER
14,600 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
14,600 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,600 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
00
<PAGE>
CUSIP No. 969465 10 3 Page 14 of 19
ITEM 1(a) Name of Issuer: Williams Controls, Inc.
ITEM 1(b) Address of Issuer's Principal Executive Officers:
14100 SW 72nd Avenue
Portland, OR 92224
ITEM 2(a) Name of Persons Filing:
This Schedule 13G is being filed jointly by Thomas W. Itin, Thomas W.
Itin, as trustee for Williams Controls, Inc. ESOP ("ESOP"), Shirley B.
Itin, Acrodyne Corporation, a Michigan corporation ("Acrodyne"), Acrodyne
Corporation - Profit Sharing Plan ('"Acrodyne PSP"), TICO, a Michigan
co-partnership ("TICO"), SICO, a Michigan co-partnership ("SICO"), Timothy
Sean Itin Irrevocable Living Trust ("TSI Trust"), Nina Beardsley Itin
Irrevocable Living Trust ("NBI Trust"), Whitney Lynne Hebard Irrevocable
Living Trust ("WLH Trust), Gregory Robert Hebard Irrevocable Living Trust
("GRH Trust") and Elinor Lee Itin Irrevocable Living Trust ("ELI Trust").
The TSI Trust, NBI Trust, WLH Trust, GRH Trust and ELI Trust sometimes
hereinafter are referred to collectively as the "Trusts". Mr. Itin owns all
of the outstanding stock of TWI International, Inc. which in turn owns all
the outstanding stock of Acrodyne. Mr. Itin is the trustee and beneficiary
of the Acrodyne PSP and is a partner in each of TICO and SICO. Mrs. Itin is
a partner in TICO and SICO. Mrs. Itin is the trustee of the Trusts for
their grandchildren or grown children and has the power to vote or to
direct the vote of the shares held by the Trusts. Mr. and Mrs. Itin
disclaims beneficial ownership of the shares held by the Trusts.
Mr. Itin is Chairman of the Board of the Issuer and, under Rule 13d-3, may
be deemed to be the beneficial owner of all of the shares of the ESOP. Mr.
Itin disclaims beneficial ownership of these shares.
ITEM 2(b) Address Principal Business Office or, if none, Residence:
7001 Orchard Lake Road, 424 W. Bloomfield, MI 48322
ITEM 2(c) Citizenship:
Mr. Itin is a United States citizen. Mrs. Itin is a United States citizen.
Acrodyne is a Michigan Corporation. Acrodyne PSP is a Michigan trust. TICO
and SICO are Michigan co-partnerships. The Trusts are Michigan trusts. The
ESOP is a California ESOP.
<PAGE>
CUSIP No. 969465 10 3 Page 15 of 19
ITEM 2(d) Title of Class of Securities Common Stock $.01 Par Value
ITEM 2(e) CUSIP Number: 969465 10 3
ITEM 3 N/A
ITEM 4 Ownership:
a. Amount Beneficially Owned:
(1) 4,347,000 shares (24.6%) beneficially owned by Mr. Itin.
Includes: (i) 850,000 owned of record by Acrodyne: (ii) 350,000
shares issuable upon exercise of presently exercisable stock
options granted to Acrodyne by the Issuer; (iii) 400,000 shares
owned of record by Acrodyne PSP; (iv) 268,000 shares owned of
record by SICO; (v) 1,874,000 shares owned of record by TICO;
(vi) 530,000 shares owned by Williams Controls, Inc. ESOP and
(vii) 75,000 shares issuable upon exercise of presently
exercisable stock options granted to Mr. Itin by the Issuer.
Excludes 75,000 options not currently exercisable.
(2) 2,142,000 shares (12.4%) beneficially owned by Mrs. Itin.
Includes: (i) 268,000 shares owned of record by SICO; and (ii)
1,874,000 shares owned of record by TICO;
The percentage of ownership does not include: (i) 85,000 shares
owned by TSI Trust: (ii) 85,000 shares owned by NBI Trust; (iii)
103,000 shares owned by WLH Trust; (iv) 103,000 shares owned by
GRH Trust; and (v) 14,600 shares owned by ELI Trust. Mr. & Mrs.
Itin are not beneficiaries of these trusts and disclaim any
ownership.
b. Percent of Class:
24.6% by Thomas W. Itin
3.1% by ESOP
12.4% by Shirley B. Itin
6.8% by Acrodyne
2.3% by Acrodyne PSP
1.6% by SICO
<PAGE>
CUSIP No. 969465 10 3 Page 16 of 19
10.9% by TICO
.5% by TSI Trust
.5% by NBI Trust
.6% by WLH Trust
.6% by GRH Trust
.1% by ELI Trust
c. Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Mr. Itin, through his ownership of Acrodyne and as trustee of
Acrodyne PSP, has the sole power to vote the 1,600,000 shares
owned by Acrodyne and Acrodyne PSP. Mr. Itin has sole power of
the 75,000 shares issuable upon exercise of presently exercisable
stock options. Excludes 75,000 options not currently exercisable.
Mrs. Itin has sole power to vote or to direct the vote of the
390,600 shares held by the Trusts. Mr. & Mrs. Itin disclaims
beneficial ownership of these shares.
(ii) shared power to vote or to direct the vote:
As a partner of each SICO and TICO, Mr. Itin shares power to vote
or to direct the vote of the total 2,142,000 shares owned by TICO
and SICO. Mr. Itin shares the power to vote or to direct the vote
530,000 shares held by the ESOP.
As a partner of each SICO and TICO, Mrs. Itin shares power to
vote or to direct the vote of the total 2,142,000 shares owned by
TICO and SICO.
(iii) sole power to dispose or to direct the disposition:
Mr. Itin, through his ownership of Acrodyne and as trustee of the
Acrodyne PSP, has the sole power to dispose of or direct the
disposition of the 1,600,000 shares owned by Acrodyne and
Acrodyne PSP. Mr. Itin has sole power of the 75,000 shares
issuable upon exercise of presently exercisable stock options.
Excludes 75,000 stock options not currently exercisable.
<PAGE>
CUSIP No. 969465 10 3 Page 17 of 19
Mrs. Itin has sole power to dispose or to direct the disposal of
the 390,600 shares held by the Trusts. Mr & Mrs. Itin disclaims
beneficial ownership of these shares.
(iv) shared power to dispose or to direct the disposition:
As a partner of each SICO and TICO, Mr. Itin shares power to
dispose of or direct the disposition of the 268,000 shares owned
by SICO and the 1,874,000 shares owned by TICO. Mr. Itin has
shared power to dispose or to direct the disposition of 530,000
shares held by the ESOP.
As a partner of each SICO and TICO, Mrs. Itin shares power to
dispose of or direct the disposition of the 268,000 shares owned
by SICO and the 1,874,000 shares owned by TICO.
ITEM 5 Ownership of Five Percent or Less of a Class: N/A
ITEM 6 Ownership of More than Five percent on Behalf of Another Person:
N/A
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company: N/A
ITEM 8 Identification and Classification of Members of the Group: N/A
ITEM 9 Notice of Dissolution of Group: N/A
ITEM 10 Certification: N/A
<PAGE>
CUSIP No. 969465 10 3 Page 18 of 19
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: February 12, 1996 s\ Thomas W. Itin
-----------------
Thomas W. Itin
ACRODYNE CORPORATION - PROFIT
SHARING PLAN
Dated: February 12, 1996 s\ Thomas W. Itin
-----------------
Thomas W. Itin, Trustee
ACRODYNE CORPORATION
Dated: February 12, 1996 s\ Thomas W. Itin
-----------------
Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1996 s\ Thomas W. Itin
-----------------
Thomas W. Itin, Partner
TIMOTHY SEAN ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Trustee
NINA BEARDSLEY ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Trustee
<PAGE>
CUSIP No. 969465 10 3 Page 19 of 19
WHITNEY LYNNE HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Trustee
GREGORY ROBERT HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Trustee
ELINOR LEE ITIN
IRREVOCABLE LIVING TRUST
Dated: February 12, 1996 s\ Shirley B. Itin
-----------------
Shirley B. Itin, Trustee
<PAGE>
