-----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, V8CN9GrBuSKMssH+Wb6+itGjzqER35C9D9fLhzF3w7MrKWm7v+zybFzraVO/DkX9 MLw0bePuB9FS++vaJ5RjpQ== 0000903505-02-000004.txt : 20020414 0000903505-02-000004.hdr.sgml : 20020414 ACCESSION NUMBER: 0000903505-02-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41058 FILM NUMBER: 02549697 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 CENTRAL INDEX KEY: 0000903505 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 32751 MIDDLEBELT RD. STREET 2: SUITE B CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2488515651 MAIL ADDRESS: STREET 1: 32751 MIDDLEBELT RD. CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 SC 13G 1 c13gwmcoti.txt THOMAS W. ITIN'S 13G FOR WILLIAMS CONTROLS, INC. 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. 12) WILLIAMS CONTROLS, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 969465 (CUSIP Number) December 31, 2002 (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). CUSIP NO. 969465 13G Page___2____ of ___18__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 1,050,000 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 1,050,000 warrants 8 SHARED DISPOSITIVE POWER 3,717,280 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,917,280 common 1,050,000 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 28.5% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___3___ of ___18__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 401,593 common EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8 SHARED DISPOSITIVE POWER 401,593 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,593 common 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.02% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___4___ of ___18___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 308,865.48 common EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8 SHARED DISPOSITIVE POWER 308,865.48 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 308,865.48 common 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___5___ of ___18__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 111,994.519 common EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8 SHARED DISPOSITIVE POWER 111,994.519 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,994.519 common 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.56% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___6___ of ___18__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 130,000 common EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8 SHARED DISPOSITIVE POWER 130,000 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,000 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! CUSIP NO. 969465 13G Page___7___ of ___18__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 169,300 common EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8 SHARED DISPOSITIVE POWER 169,300 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,300 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* EP *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___8___ of 18 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 8 SHARED DISPOSITIVE POWER 2,600,200 common 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,200 common 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___9____ of _18 __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 6.0% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___10____ of 18 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! CUSIP NO. 969465 13G Page___11____ of 18_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 9.9% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 969465 13G Page___12___ of 18_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! CUSIP No. 969465 Page 13 of 18 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"); Ajay Sports, Inc., a Delaware Corporation ("Ajay"); TICO, a Michigan co-partnership ("TICO"); SICO, a Michigan co- partnership ("SICO"). ITEM 2(b) Address Principal Business Office or, if none, Residence: --------------------------------------------------------- 32751 Middlebelt Rd., Suite B Farmington Hills, MI 48334 ITEM 2(c) Citizenship: ------------ Mr. Itin is a United States citizen. Mrs. Itin is a United States citizen. Acrodyne is a Michigan corporation. Ajay Sports, Inc. is a Delaware corporation. TICO and SICO are Michigan co-partnerships. 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 ------------- CUSIP No. 969465 Page 14 of 18 ITEM 3 N/A ITEM 4 Ownership: ---------- a. Amount Beneficially Owned: (1) 5,967,280 shares and warrants (28.5%) 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 partially 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, 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. 400,000 of these shares are held for the benefit of the Acrodyne Profit sharing Plan. Mr. Itin is a partner in these two Michigan co-partnerships. (iv) 401,593 shares owned by Williams Controls, Inc. ESOP; (v) 308,863.48 shares owned by WMCO Non- Union 401(k); 111,994.519 shares owned by WMCO Union 401(k); 130,000 shares owned by WMCO Non-Union Employees Retirement Income Pension Plan; and 169,300 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 30,128.614 shares in the Non-Union 401(k) allocated for his benefit and (vi) 1,050,000 shares issuable to Mr. Itin upon exercise of presently exercisable stock options granted by the Issuer. (2) 3,002,800 shares (15.1%) beneficially owned by Mrs. Itin. Includes: (i) 568,000 shares owned of record by SICO and 1,974,000 shares owned of record by TICO which shares include 400,000 held for the benefit of Acrodyne Profit Sharing Plan. Mrs. Itin is a partner in SICO and a nominal partner in TICO, both Michigan co-partnerships. CUSIP No. 969465 Page 15 of 18 b. Percent of Class: 28.5% by Thomas W. Itin 2.0% by ESOP 1.0% by WMCO Non-Union 401(k) .5% by WMCO Union 401(k) .6% by WMCO Non-Union Pension Plan .8% by WMCO Union Pension Plan 13% by Shirley B. Itin 6.0% by Acrodyne 2.9% by SICO 9.9% by TICO 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 1,050,000 shares issuable upon exercise of presently exercisable stock options. (ii) shared power to vote or to direct the vote: As a partner of TICO and a nominal partner of SICO, 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. CUSIP No. 969465 Page 16 of 18 As a partner of SICO and a nominal partner of TICO, Mrs. Itin shares power to vote or to direct the vote of the total 2,542,000 shares owned by TICO and SICO. (iii) sole power to dispose or to direct the disposition: Mr. Itin, through his partial ownership of Acrodyne, has ahared power to dispose of or direct the disposition of the 1,200,000 shares owned by Acrodyne. Mr. Itin has sole power of the 1,050,000 shares issuable upon exercise of presently exercisable stock options. (iv) shared power to dispose or to direct the disposition: As a partner of TICO and a nominal partner of SICO, 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 SICO and a nominal partner of 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. CUSIP No. 969465 Page 17 of 18 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 Page 18 of 18 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 14, 2002 \s\ Thomas W. Itin ------------------------------------------ Thomas W. Itin ACRODYNE CORPORATION - PROFIT SHARING PLAN Dated: February 14, 2002 \s\ Thomas W. Itin ------------------------------------------- Thomas W. Itin, Trustee ACRODYNE CORPORATION Dated: February 14, 2002 \s\ Thomas W. Itin -------------------------------------------- Thomas W. Itin, President SICO, A MICHIGAN CO-PARTNERSHIP Dated: February 14, 2002 \s\ Shirley B. Itin -------------------------------------------- Shirley B. Itin, Partner TICO, A MICHIGAN CO-PARTNERSHIP Dated: February 14, 2002 \s\ Thomas W. Itin -------------------------------------------- Thomas W. Itin, Partner AJAY SPORTS, INC., Dated: February 14, 2002 \s\ Thomas W. Itin -------------------------------------------- Thomas W. Itin, President -----END PRIVACY-ENHANCED MESSAGE-----