-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BPUSwHedULup39E22wU1AK3LY0MeIa/QcLnb/dE3wC5LBCKMNT6mCl0LsuqmJOM5 VupDEXRQUQws27bHYW2hOg== 0000903505-98-000005.txt : 19980218 0000903505-98-000005.hdr.sgml : 19980218 ACCESSION NUMBER: 0000903505-98-000005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD 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: SEC FILE NUMBER: 005-41058 FILM NUMBER: 98540681 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: ITIN THOMAS W ET AL CENTRAL INDEX KEY: 0000903505 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7001 ORCHARD LAKE AVE STREET 2: SUITE 424 CITY: WEST BLOOMFIELD STATE: MI ZIP: 48322 BUSINESS PHONE: 8108515651 SC 13G/A 1 THOMAS W. ITIN'S FORM 13G/A REGARDING WMCO 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).
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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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! 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!
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. 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. 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. 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. 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----