-----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, TDE49ql2x1M8tmYaflbk0aPjizvHRFsMr6bTQ/pJ/Lo+Fby583LepmUx+kifceeY FoFpskVkTcjSBzCiUdPl+A== 0001016286-04-000002.txt : 20040304 0001016286-04-000002.hdr.sgml : 20040304 20040303210539 ACCESSION NUMBER: 0001016286-04-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALAS PETER E CENTRAL INDEX KEY: 0001016286 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2129825071 MAIL ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41058 FILM NUMBER: 04647418 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 SC 13D/A 1 wmco13a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2*) Williams Controls Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 96946510-3 (CUSIP Number) Peter E. Salas, General Partner of Dolphin Offshore Partners, L.P. c/o Dolphin Asset Management Corp. 129 East 17th Street New York, NY 10003 (212) 982-5071 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) March 1, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. * 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. The information required on 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Peter E. Salas, as General Partner of Dolphin Offshore Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___ 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA 7. SOLE VOTING POWER: 5,098,730 8. SHARED VOTING POWER: 3,023,151 9. SOLE DISPOSITIVE POWER: 8,121,881 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,121,881 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.63% 14. TYPE OF REPORTING PERSON: IN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Williams Controls Inc. (Name of Company) Item 1. Security and Issuer. The title of the class of security to which this statement relates is the Common Stock of Williams Controls Inc., whose principal executive offices are located at 14100 SW 72nd Avenue, Portland, OR 97224. Item 2. Identity and Background This statement is filed by Peter E. Salas, a United States citizen with a business address at Dolphin Asset Management Corp., 129 East 17th Street, NY, NY 10003, as General Partner of Dolphin Offshore Partners, L.P. His present principal occupation is General Partner of Dolphin Offshore Partners, L.P. During the last five years, Mr. Salas has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting him to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration 1,759,806 warrants to purchase common shares at $0.781 were exercised on March 1, 2004 with the working capital of Dolphin Offshore Partners, L.P. Item 4. Purpose of the Transaction The warrants were exercised for investment purposes only. Item 5. Interest in Securities of the Issuer Mr. Salas is the beneficial owner of 2,552,660 common shares, 614,252 common stock purchase warrants and preferred stock convertible into 4,954,969 shares of common stock. He has the potential to control 8,121,881 shares of common stock of the Company. Such 8,121,881 shares would constitute approximately 28.63% of the adjusted shares of the Company's Common Stock outstanding as of March 1, 2004. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Salas has the exclusive right to vote the shares of Common Stock at any regular or special meetings of the shareholders of the Company and/or any actions in lieu of meetings or shareholder proceedings. Mr. Salas shall vote all of its Series B Preferred shares with American Industrial Partners Capital Fund III, L.P., a Delaware limited partnership (together with its Affiliates, "AIP") on all matters related to the election of the Board of Directors of the Company only, and shall take all other necessary or desirable actions within its control to effect such vote as reasonably requested by AIP. Item 7. Material to be Filed as Exhibits Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 3, 2004 /s/ Peter E. Salas -------------------- Peter E. Salas as General Partner of Dolphin Offshore Partners, L.P. -----END PRIVACY-ENHANCED MESSAGE-----