SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 8)
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>
<TABLE>
<CAPTION>
<S> <C>
CUSIP NO. 969465 10 3 13G Page___2____ of ___25__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
1,450,000 common
375,000 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,889,237 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,450,000 common
375,000 warrants
8 SHARED DISPOSITIVE POWER
2,889,237 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,339,237 common
375,000 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___3___ of ___25__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 424,101 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
424,101 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,101 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___4___ of ___25___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. Non-Union 401(k)
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
Oregon
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 127,740 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
127,740 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,740 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___5___ of ___25__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. Union 401(k)
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
Oregon
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 55,396 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
55,396 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,396 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___6___ of ___25__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. Non-Union Employees Retirement
Income Pension Plan
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
Oregon
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 100,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
100,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 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*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___7___ of ___25__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. Union Employees Pension Plan
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
Oregon
5 SOLE VOTING POWER
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
40,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___8___ of ___25__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
402,600 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,142,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
402,600 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
12.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___9____ of ___25___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
1,050,000 common
150,000 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,050,000 common
150,000 warrants
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000 common
150,000 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___10____ of ___25__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
2.2%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___11____ of ___25___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
1.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___12____ of ___25___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
10.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page____13___ of ___25___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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page____14___ of ___25___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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page____15___ of ___25___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
106,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
106,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,000 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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___16___ of ___25__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
106,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
106,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,000 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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___17___ of ___25___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
17,600 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
17,600 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,600 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
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 10 3 13G Page___18___ of ___25__Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wyatt Otto 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
3,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
3,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
<PAGE>
CUSIP No. 969465 10 3 Page 19 of 25
ITEM 1(a) Name of Issuer: Williams Controls, Inc. ("WMCO")
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"), WMCO Non-Union 401(k), WMCO Union 401(k), WMCO
Non-Union Employees Retirement Income Pension Plan, WMCO Union
Employees Pension Plan, 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"), Elinor Lee Itin Irrevocable Living Trust ("ELI
Trust"), and Wyatt Otto Itin Irrevocable Trust ("WOI Trust").
The TSI Trust, NBI Trust, WLH Trust, GRH Trust, ELI Trust, and
WOI 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, WMCO Non-Union 401(k), WMCO Union 401(k), WMCO
Non-Union Employees Retirement Income Pension Plan, and WMCO Union
Employees Pension Plan. Mr. Itin disclaims beneficial ownership of
these shares, other than the 11,269 shares in the ESOP allocated for
his benefit.
<PAGE>
CUSIP No. 969465 10 3 Page 20 of 25
ITEM 2(b) Address Principal Business Office or, if none, Residence:
7001 Orchard Lake Road, Suite 424
West 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. The Non-Union and Union 401(k)
plans and pension plans are for WMCO, a Delaware Corporation,
whose office is at 14100 SW 72nd Avenue in Portland, Oregon.
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) 4,714,237 shares and warrants (26.0%) beneficially owned
by Mr. Itin.
Includes: (i) 1,050,000 owned of record by Acrodyne: (ii)
150,000 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) 424,101 shares owned by Williams Controls, Inc.
ESOP; (vii) 127,740 shares owned by WMCO Non-Union 401(k);
(viii) 55,396 shares owned by WMCO Union 401(k); (ix) 100,000
shares owned by WMCO Non-Union Employees Retirement Income
Pension Plan; (x) 40,000 shares owned by WMCO Union Employees
Pension Plan and (xi) 225,000 shares issuable upon exercise of
presently exercisable stock options granted to Mr. Itin by the
Issuer. Excludes 225,000 options not currently exercisable.
<PAGE>
CUSIP No. 969465 10 3 Page 21 of 25
(2) 2,142,000 shares (12.0%) 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) 106,000 shares owned by WLH Trust; (iv)
106,000 shares owned by GRH Trust; (v) 17,600 shares
owned by ELI Trust and (vi) 3,000 shares owned by WOI
Trust. Mr. & Mrs. Itin are not beneficiaries of these
trusts and disclaim any ownership.
b. Percent of Class:
26.0% by Thomas W. Itin
2.4% by ESOP
.7% by WMCO Non-Union 401(k)
.3% by WMCO Union 401(k)
.6% by WMCO Non-Union Pension Plan
.2% by WMCO Union Pension Plan
12.0% by Shirley B. Itin
6.7% by Acrodyne
2.2% by Acrodyne PSP
1.5% by SICO
10.5% by TICO
.5% by TSI Trust
.5% by NBI Trust
.6% by WLH Trust
.6% by GRH Trust
.1% by ELI Trust
.0% by WOI 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 and warrants owned by Acrodyne and
Acrodyne PSP. Mr. Itin has sole power of the 225,000
shares issuable upon exercise of presently exercisable
stock options. Excludes 225,000 options not currently
exercisable.
<PAGE>
CUSIP No. 969465 10 3 Page 22 of 25
Mrs. Itin has sole power to vote or to direct the vote of
the 402,600 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 424,101 shares held by the ESOP,
127,740 shares held by WMCO Non-Union 401(k), 55,396 shares
held by WMCO Union 401(k), 100,000 shares held by WMCO
Non-Union Pension Plan, and 40,000 shares held by WMCO Union
Pension Plan.
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 and warrants owned by Acrodyne and Acrodyne PSP.
Mr. Itin has sole power of the 225,000 shares issuable
upon exercise of presently exercisable stock options.
Excludes 225,000 stock options not currently exercisable.
Mrs. Itin has sole power to dispose or to direct the
disposal of the 402,600 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 424,101 shares held by the ESOP, 127,740 shares
held by WMCO Non-Union 401(k), 55,396 shares held by WMCO
Union 401(k), 100,000 shares held by WMCO Non-Union Pension
Plan, and 40,000 shares held by WMCO Union Pension Plan.
<PAGE>
CUSIP No. 969465 10 3 Page 23 of 25
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 24 of 25
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, 1998 s\Thomas W. Itin
----------------------------
Thomas W. Itin
ACRODYNE CORPORATION-PROFIT SHARING PLAN
Dated: February 12, 1998 s\Thomas W. Itin
----------------------------
Thomas W. Itin, Trustee
ACRODYNE CORPORATION
Dated: February 12, 1998 s\Thomas W. Itin
----------------------------
Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 12, 1998 s\Thomas W. Itin
-----------------------------
Thomas W. Itin, Partner
TIMOTHY SEAN ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
<PAGE>
CUSIP No. 969465 10 3 Page 25 of 25
NINA BEARDSLEY ITIN IRREVOCABLE
LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
WHITNEY LYNNE HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
GREGORY ROBERT HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
ELINOR LEE ITIN
IRREVOCABLE LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
WYATT OTTO ITIN
IRREVOCABLE LIVING TRUST
Dated: February 12, 1998 s\Shirley B. Itin
-----------------------------
Shirley B. Itin, Trustee
