UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 8, 2001
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WILLIAMS CONTROLS, INC.
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(Exact name of Company as specified in its charter)
Delaware 0-18083 84-1099587
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
14100 S.W. 72ND Avenue, Portland, OR 97224
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(Address of Principal Executive Offices)
(503) 684-8600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Williams Controls, Inc. has retained the investment banking firm W.Y.
Campbell & Company to act as its financial advisor and assist the Company in
evaluating and pursuing various strategic alternatives available to the Company,
including a possible sale of the company or its operating units.
The company also named Thomas K. Ziegler chief executive officer, chief
operating officer and president of Williams Controls, replacing Thomas W. Itin
who has retired from those same positions that he has held since 1988. Mr.
Ziegler has been with the organization since 1994 as vice president of Williams
Controls and as president of Williams Technologies, Inc., responsible for
managing the company's strategic business relationships with outside parties.
Mr. Ziegler will manage the investment banking relationship and oversee the
operations of the company and its subsidiaries.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated January 8, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed for and on its behalf by the
undersigned hereunto duly authorized.
WILLIAMS CONTROLS, INC.
Dated: January 12, 2001 By: /s/ Kim Childs
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Kim Childs
Corporate Controller
and Principal Accounting Officer
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EXHIBIT 99.1
January 8, 2001 Press Release
Williams Controls, Inc.
News Release Contact: Thomas W. Itin, Chairman and CEO
For Immediate Release Telephone: (248) 851-5651
WILLIAMS CONTROLS names investment banker
to pursue strategic alternatives; names new CEO and president
Portland, OR and Farmington Hills, MI.....January 8, 2001..... Williams
Controls, Inc. (Nasdaq: WMCO) announced today that the company has retained the
investment banking firm W.Y. Campbell & Company to act as its financial advisor
and assist the Company in evaluating and pursuing various strategic alternatives
available to the Company, including a possible sale of the company or its
operating units.
The company also announced that Thomas K. Ziegler has been named chief
executive officer, chief operating officer and president of Williams Controls,
replacing Thomas W. Itin who has retired from those same positions that he has
held since 1988. Mr. Ziegler has been with the organization since 1994 as vice
president of Williams Controls and as president of Williams Technologies, Inc.,
responsible for managing the company's strategic business relationships with
outside parties. Mr. Ziegler will manage the investment banking relationship and
oversee the operations of the company and its subsidiaries.
W.Y. Campbell & Company (WYC&C), based in Detroit, is a leading
international specialty investment banking firm concentrating on middle market
merger and divestiture activity, targeting companies with sales of $50 million
to $500 million. WYC&C has represented a number of Fortune 500 companies,
including numerous automotive manufacturing companies and Tier 1 automotive and
truck suppliers, and has completed in excess of 200 sell-side transactions
during the last 12 years.
The company expects that W.Y. Campbell & Company will immediately complete
a business review and develop a definitive recommendation for the approval of
the board of Williams Controls. WYC&C will then work with management to execute
the approved plan and enter into discussions and/or negotiations with third
parties regarding the alternatives identified.
Commenting on these developments, Mr. Ziegler stated, "Management and the
board do not believe that our current share price reflects the true value of the
operations of our company, and we have decided to engage W.Y. Campbell & Company
to explore strategic alternatives that may be available to us to improve and
maximize shareholder value. We believe that their qualifications, experience,
capabilities and market focus fit the needs of Williams Controls and that WYC&C
is uniquely qualified to assist the company in this effort."
Mr. Ziegler continued, "We have invested considerable resources in our
businesses over the last three years, in terms of developing new products and
new markets, especially in the sensors and controls parts of our business. We
believe that exploring various alternatives available to the company will help
us in our efforts to maximize the value of these assets to our company's
shareholders. We expect that WYC&C will move on an aggressive timetable to
complete their assignment."
Williams Controls is a designer, manufacturer and integrator of sensors,
controls and communications systems for the transportation and communications
industries. For more information, you can find Williams Controls on the Internet
at www.wmco.com.
The statements included in this news release concerning predictions of
economic performance and management's plans and objectives constitute
forward-looking statements made pursuant to the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1934, as amended. These statements involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Factors which could cause or contribute to such
differences include, but are not limited to, factors detailed in the Securities
and Exchange Commission filings of the company; economic downturns affecting the
operations of the company or any of its business operations, competition, the
continued availability of the financing to fund the company's operations, and
the ability of the company or its investment banker to successfully identify and
implement any strategic alternatives. The forward-looking statements contained
in this press release speak only as of the date hereof and the company disclaims
any intent or obligation to update these forward-looking statements.
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