UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CURTISS WRIGHT CORP 10 WATERVIEW BOULEVARD PARSIPPANY, NJ 07054 |
 |  X |  |  |
Curtiss-Wright Controls, Inc. 10 WATERVIEW BOULEVARD PARSIPPANY, NJ 07054 |
 |  X |  |  |
Columbia Acquisition Sub, Inc. 10 WATERVIEW BOULEVARD PARSIPPANY, NJ 07054 |
 |  X |  |  |
/s/ Glenn E. Tynan for CURTISS-WRIGHT CORPORATION | 11/13/2012 | |
**Signature of Reporting Person | Date | |
/s/ Robert H. Shaw for CURTISS-WRIGHT CONTROLS, INC. | 11/13/2012 | |
**Signature of Reporting Person | Date | |
/s/ John Watts for COLUMBIA ACQUISITION SUB, INC. | 11/13/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On October 31, 2012, Curtiss-Wright Controls, Inc. ("Curtiss-Wright Controls"), a wholly-owned subsidiary of Curtiss-Wright Corporation ("Curtiss-Wright"), Columbia Acquisition Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Curtiss-Wright Controls, and Williams Controls, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Purchaser will commence a tender offer (the "Offer") to purchase all of the outstanding common stock of the Issuer at a purchase price of $15.42 per share. |
(2) | Curtiss-Wright, Curtiss-Wright Controls and Purchaser may be deemed to have shared voting/investment power over 2,556,296 shares of the Issuer's common stock pursuant to that certain Tender and Support Agreement (the "Support Agreement"), dated October 31, 2012, by and among Curtiss-Wright Controls, Purchaser and certain stockholders of the Issuer (the "Stockholders"). See the Schedule 13D filed by Curtiss-Wright, Curtiss-Wright Controls and Purchaser with the SEC on November 13, 2012. None of Curtiss-Wright, Curtiss-Wright Controls or Purchaser has any pecuniary interest in the shares held by the Stockholders, and each expressly disclaims beneficial ownership of any shares covered by the Support Agreement. |