SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-I(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 10)
WILLIAMS CONTROLS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
969465
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
___ Rule 13d-1(b) ___ Rule 13d-(c) _X_ Rule 13d-1(d)
(Degree)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 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 13G Page___2____ of ___26__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
1,200,000 common
637,500 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,717,280 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,200,000 common
637,500 warrants
8 SHARED DISPOSITIVE POWER
3,717,280 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,917,280 common
637,500 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
27.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___3___ of ___26__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 424,795 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
424,795 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,795 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___4___ of ___26___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 203,162 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
203,162 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,162 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___5___ of ___26__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 88,604 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
88,604 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,604 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___6___ of ___26__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 115,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
115,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,000 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*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___7___ of ___26__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 187,000 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
8 SHARED DISPOSITIVE POWER
187,000 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___8___ of ___26__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 2,600,200 common
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
402,600 common
8 SHARED DISPOSITIVE POWER
2,600,200 common
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,002,800 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___9____ of ___26___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
6.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___10____ of ___26___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
568,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
568,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___11____ of ___26___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
1,974,000 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,974,000 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,974,000 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page____12___ of ___26___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
0.4%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page____13___ of ___26___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
0.4%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page____14___ of ___26___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
0.5%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___15___ of ___26__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
0.5%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___16___ of ___26___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 13G Page___17___ of ___26__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!
<PAGE>
CUSIP NO. 969465 13G Page___18___ of ___26__Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dearborn Wheels, Inc.
38-2038101
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
58,200 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
58,200 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,200 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*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 969465 13G Page___19___ of ___26__Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ajay Sports, Inc.
39-1644025
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
Delaware Corporation
5 SOLE VOTING POWER
156,719 common
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
156,719 common
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,719 common
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 969465 Page 20 of 26
ITEM 1(a) Name of Issuer: Williams Controls, Inc. ("WMCO")
---------------
ITEM 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
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, and WMCO Union Employees Pension
Plan, Shirley B. Itin; Acrodyne Corporation, a Michigan corporation
("Acrodyne"); Dearborn Wheels, Inc., a Michigan Corporation ("DWI");
Ajay Sports, Inc., a Delaware Corporation ("Ajay"); TICO, a Michigan
co-partnership ("TICO"); SICO, a Michigan co-partnership ("SICO");
and Shirley B. Itin, as Trustee for the 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 Living
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".
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. Dearborn Wheels, Inc.
is a Michigan corporation. Ajay Sports, Inc. is a Delaware
corporation. 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 employee benefit plans
for WMCO, a Delaware corporation, with its principal offices in
Portland, Oregon.
ITEM 2(d) Title of Class of Securities
----------------------------
Common Stock $.01 Par Value
ITEM 2(e) CUSIP Number: 969465
-------------
<PAGE>
CUSIP No. 969465 Page 21 of 26
ITEM 3 N/A
ITEM 4 Ownership:
----------
a. Amount Beneficially Owned:
(1) 5,554,780 shares and warrants (27.2%) beneficially owned by Mr.
Itin.
Includes: (i) 1,200,000 shares owned of record by Acrodyne. All of the
outstanding capital stock of Acrodyne is owned by TWI International,
Inc., a corporation wholly owned by Thomas W. Itin. (ii) 156,719
shares owned by Ajay Sports, Inc. Ajay Sports is a company with its
common stock registered under Section 12(d) of the Securities Exchange
Act of 1934. Mr. Itin is the Chairman of the Board, President and
Chief Executive Officer of Ajay Sports and owns approximately 45.75%
of Ajay stock and disclaims beneficial ownership of these shares owned
by Ajay Sports, Inc. (iii) 568,000 shares owned of record by SICO and
1,974,000 shares owned of record by TICO. Mr. Itin is a partner in
these two Michigan co-partnerships. (iv) 424,795 shares owned by
Williams Controls, Inc. ESOP; (v) 203,162 shares owned by WMCO
Non-Union 401(k); 88,604 shares owned by WMCO Union 401(k); 115,000
shares owned by WMCO Non-Union Employees Retirement Income Pension
Plan; and 187,000 shares owned by WMCO Union Employees Pension Plan.
Mr. Itin is one the trustees for these employee benefit plans. Mr.
Itin disclaims beneficial ownership of these shares, other than the
13,278 shares in the ESOP and 25,897 shares in the Non-Union 401(k)
allocated for his benefit and (vi) 637,500 shares issuable to Mr. Itin
upon exercise of presently exercisable stock options granted by the
Issuer.
(2) 3,002,800 shares (15.2%) beneficially owned by Mrs. Itin.
Includes: (i) 568,000 shares owned of record by SICO and
1,984,000 shares owned of record by TICO. Mrs. Itin is a
partner in these two Michigan co-partnerships; (ii) 58,200
shares owned by DWI. Mrs. Itin is President and a 20% equity
owner of DWI. She disclaims beneficial ownership of these
shares except as to her 20% equity ownership; and (iii)
85,000 shares owned by TSI Trust; 85,000 shares owned by NBI
Trust; 106,000 shares owned by WLH Trust; 106,000 shares
owned by GRH Trust; 17,600 shares owned by ELI Trust and
3,000 shares owned by WOI Trust. Mrs. Itin is the trustee of
these trusts and, as such, has the power to vote and dispose
of these shares. Mr. & Mrs. Itin are not beneficiaries of
these trusts and disclaim ownership of the shares owned by
the trusts.
<PAGE>
CUSIP No. 969465 Page 22 of 26
b. Percent of Class:
27.2% by Thomas W. Itin
2.1% by ESOP
1.0% by WMCO Non-Union 401(k)
.4% by WMCO Union 401(k)
.6% by WMCO Non-Union Pension Plan
.9% by WMCO Union Pension Plan
15.2% by Shirley B. Itin
6.1% by Acrodyne
2.9% by SICO
10.0% by TICO
.4% by TSI Trust
.4% by NBI Trust
.5% by WLH Trust
.5% by GRH Trust
.1% by ELI Trust
.0% by WOI Trust
.3% by DWI
.8% by Ajay
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, has the sole
power to vote the 1,200,000 shares owned by Acrodyne. Mr.
Itin has sole power of the 637,500 shares issuable upon
exercise of presently exercisable stock options.
Mrs. Itin has sole power to vote or to direct the vote of
the 402,600 shares held by the Trusts.
(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 2,542,000 shares
owned by TICO and SICO. As trustee of the employee benefit
plans, Mr. Itin shares the power to vote or to direct the
vote of 424,795 shares held by the ESOP, 203,162 shares held
by WMCO Non-Union 401(k), 88,604 shares held by WMCO Union
401(k), 115,000 shares held by WMCO Non-Union Pension Plan,
and 187,000 shares held by WMCO Union Pension Plan. As a
director of Ajay Sports, Inc., Mr. Itin shares the power to
vote or to direct the vote of 156,719 shares held by Ajay
Sports.
<PAGE>
CUSIP No. 969465 Page 23 of 26
As a partner of each SICO and TICO, Mrs. Itin shares power
to vote or to direct the vote of the total 2,542,000 shares
owned by TICO and SICO. Mrs. Itin shares the power to vote
or to direct the vote of 58,200 shares held by DWI, which
Mrs. Itin is President.
(iii) sole power to dispose or to direct the disposition:
Mr. Itin, through his ownership of Acrodyne, has the sole
power to dispose of or direct the disposition of the
1,200,000 shares owned by Acrodyne. Mr. Itin has sole power
of the 637,500 shares issuable upon exercise of presently
exercisable stock options.
Mrs. Itin has sole power to dispose or to direct the
disposal of the 402,600 shares held by the Trusts.
(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 568,000 shares
owned by SICO and the 1,974,000 shares owned by TICO. As a
trustee of the employee benefit plans, Mr. Itin shares the
power to dispose or to direct the disposition of 424,795
shares held by the ESOP, 203,162 shares held by WMCO
Non-Union 401(k), 88,604 shares held by WMCO Union 401(k),
115,000 shares held by WMCO Non-Union Pension Plan, and
187,000 shares held by WMCO Union Pension Plan. As a
director of Ajay Sports, Inc., Mr. Itin shares the power to
vote or to direct the vote of 156,719 shares held by Ajay
Sports.
.
As a partner of each SICO and TICO, Mrs. Itin shares power
to dispose of or direct the disposition of the 568,000
shares owned by SICO and the 1,974,000 shares owned by TICO.
Mrs. Itin shares the power to vote or to direct the vote of
58,200 shares held by DWI, which Mrs. Itin is President.
<PAGE>
CUSIP No. 969465 Page 24 of 26
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 Page 25 of 26
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 11, 2000 \s\ Thomas W. Itin
------------------------------------------
Thomas W. Itin
ACRODYNE CORPORATION - PROFIT SHARING PLAN
Dated: February 11, 2000 \s\ Thomas W. Itin
-------------------------------------------
Thomas W. Itin, Trustee
ACRODYNE CORPORATION
Dated: February 11, 2000 \s\ Thomas W. Itin
--------------------------------------------
Thomas W. Itin, President
SICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 11, 2000 \s\ Shirley B. Itin
--------------------------------------------
Shirley B. Itin, Partner
TICO, A MICHIGAN CO-PARTNERSHIP
Dated: February 11, 2000 \s\ Thomas W. Itin
--------------------------------------------
Thomas W. Itin, Partner
AJAY SPORTS, INC.,
Dated: February 11, 2000 \s\ Thomas W. Itin
--------------------------------------------
Thomas W. Itin, President
DEARBORN WHEELS, INC.
Dated: February 11, 2000 \s\ Shirley B. Itin
--------------------------------------------
Shirley B. Itin, President
<PAGE>
CUSIP No. 969465 Page 26 of 26
TIMOTHY SEAN ITIN IRREVOCABLE
LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
------------------------------------------
Shirley B. Itin, Trustee
NINA BEARDSLEY ITIN IRREVOCABLE
LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
-----------------------------------------
Shirley B. Itin, Trustee
WHITNEY LYNNE HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
-----------------------------------------
Shirley B. Itin, Trustee
GREGORY ROBERT HEBARD
IRREVOCABLE LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
-----------------------------------------
Shirley B. Itin, Trustee
ELINOR LEE ITIN
IRREVOCABLE LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
-----------------------------------------
Shirley B. Itin, Trustee
WYATT OTTO ITIN
IRREVOCABLE LIVING TRUST
Dated: February 11, 2000 \s\ Shirley B. Itin
-----------------------------------------
Shirley B. Itin, Trustee
