CURTISS WRIGHT CORP — Director's Dealing 2012

Nov 14, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: WILLIAMS CONTROLS INC (WMCO)
CIK: 0000854860
Period of Report: 2012-10-31

Reporting Person: CURTISS WRIGHT CORP (10% Owner)
Reporting Person: Curtiss-Wright Controls, Inc. (10% Owner)
Reporting Person: Columbia Acquisition Sub, Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities owned	0	Indirect

Footnotes

F1: 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.

F2: 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.