0001341534-12-000006.txt : 20120223 0001341534-12-000006.hdr.sgml : 20120223 20120222174954 ACCESSION NUMBER: 0001341534-12-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120223 DATE AS OF CHANGE: 20120222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS CONTROLS INC CENTRAL INDEX KEY: 0000854860 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 841099587 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41058 FILM NUMBER: 12631421 BUSINESS ADDRESS: STREET 1: 14100 SW 72ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97224 BUSINESS PHONE: 5036848600 MAIL ADDRESS: STREET 1: 14100 SW 72ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NICUSA CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001341534 IRS NUMBER: 651176893 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 19 WEST 34TH STREET STREET 2: PENTHOUSE CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122956110 MAIL ADDRESS: STREET 1: 19 WEST 34TH STREET STREET 2: PENTHOUSE CITY: NEW YORK STATE: NY ZIP: 10001 SC 13G/A 1 formsc13ga.txt.txt FORM 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* WILLIAMS CONTROLS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 969465608 (CUSIP Number) December 31, 2011 (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) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The 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). CUSIP No. 969465608 -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NICUSA CAPITAL PARTNERS, L.P., EIN No. 65-117893 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 414,994 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY N/A ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 414,994 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH N/A -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,994 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.68% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- Item 1. (a) Name of Issuer: Williams Controls Inc. (b) Address of Issuer's Principal Executive Offices: 14100 SW 72nd Avenue, Portland, OR 97224 Item 2. (a) Name of Person Filing: Nicusa Capital Partners, L.P. and Nicusa Investment Advisors, LLC This statement is filed on behalf of Nicusa Capital Partners, L.P. ("Nicusa Capital") and Nicusa Investment Advisors, LLC ("NIA"). NIA serves as the investment advisor to Nicusa Capital - and also serves as an advisor for the accounts of various third parties who are otherwise unaffiliated with Nicusa Capital. This statement pertains to all of the shares of the issuer held by both Nicusa Capital and the other accounts managed by NIA. (b) Address of Principal Business Office or, if none, Residence: 19 West 34th Street, Penthouse New York, New York l0001 (c) Citizenship: Delaware (d) Title of Class of Securities: common stock (e) CUSIP Number: 969465608 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1 (b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss.240.13d-1(b) (1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 414,994. (b) Percent of class: 5.68%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 414,994. (ii) Shared power to vote or to direct the vote: N/A. (iii) Sole power to dispose or to direct the disposition of: 414,994. (iv) Shared power to dispose or to direct the disposition of N/A. Item 5. Ownership of Five Percent or Less of a Class Item 6. Ownership of More than Five Percent on Behalf of Another Person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Item 8. Identification and Classification of Members of the Group Item 9. Notice of Dissolution of Group Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. February 22, 2012 ------------------------------- Date Nicusa Capital Partners, L.P. By: Nicusa Capital, LLC, General Partner By:/s/ Paul Johnson ----------------------------- Paul Johnson, Managing Member Nicusa Investment Advisors, LLC By: /s/ Paul Johnson ----------------------------- Paul Johnson, Managing Member