SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
Williams Controls, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
969465 10 3
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(CUSIP Number)
July 12, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The 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
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1 Names of Reporting Persons: Comerica Incorporated
I.R.S. Identification Nos. of Above Persons (Entities Only) 38-1998421
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3 SEC Use Only
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4 Citizenship or Place of Organization: Delaware
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Number of
5 Sole Voting Power: -0-
Shares
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Beneficially 6 Shared Voting Power: 3,592,000
Owned by -----------------------------------------------------
7 Sole Dispositive Power: -0-
Each
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Reporting 8 Shared Dispositive Power: 3,592,000
Person With
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9 Aggregate Amount Beneficially Owned by Each Reporting Person:
3,592,000, Comerica Incorporated disclaims any beneficial ownership
of the shares.
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10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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11 Percent of Class Represented by Amount in Row (11): 18.0%
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12 Type of Reporting Person (See Instructions): HC
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CUSIP NO.
969465 10 3
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1 Names of Reporting Persons Comerica Bank
I.R.S. Identification Nos. of Above Persons (Entities Only) 38-0477375
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3 SEC Use Only
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4 Citizenship or Place of Organization: Michigan Banking Corporation
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Number of
5 Sole Voting Power: -0-
Shares
-----------------------------------------------------
Beneficially 6 Shared Voting Power: 3,592,000
Owned by -----------------------------------------------------
7 Sole Dispositive Power: -0-
Each
-----------------------------------------------------
Reporting 8 Shared Dispositive Power: 3,592,000
Person With
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9 Aggregate Amount Beneficially Owned by Each Reporting Person: 3,592,000
Comerica Bank may be deemed beneficial owner, under federal securities
laws, as secured party (pledgee) of shares pledged on a defaulted loan
at the time it determines to sell shares.
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10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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11 Percent of Class Represented by Amount in Row (11): 18.0%
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12 Type of Reporting Person (See Instructions): BK
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ITEM 1.
(a) Name of Issuer: Williams Controls, Inc.
(b) Address of Issuer's Principal Executive Offices:
14100 SW 72nd Avenue
Portland, Oregon 97224
ITEM 2.
This Schedule 13G is being filed jointly by Comerica Bank, a Michigan
banking corporation and Comerica Incorporated, a Delaware corporation. Comerica
Bank is a wholly-owned subsidiary of Comerica Incorporated. The joint filing
agreement is attached as Exhibit 1.
(a) Name of Person Filing: Comerica Incorporated
(b) Address of Principal Business Office, if none, residence:
500 Woodward Avenue
33rd Floor, One Detroit Center
Detroit, Michigan 48226
(c) Citizenship: Delaware corporation
(d) Title of Class of Securities of Issuer: Common Stock, $.01
par value
(e) CUSIP Number of Issuer: 969465 10 3
(a) Name of Person Filing: Comerica Bank
(b) Address of Principal Business Office, if none, residence:
500 Woodward Avenue
4th Floor, One Detroit Center
Detroit, Michigan 48226
(c) Citizenship: Michigan Banking Corporation
(d) Title of Class of Securities of Issuer: Common Stock, $.01 par
value
(e) CUSIP Number of Issuer: 969465 10 3
ITEM 3.
If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); (see below).
(c) [ ] Insurance company as defined in section 3a(19) of the Act
(15 U.S.C.78c).
(d) [ ] Investment company registered with under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G); (see below).
(h) [ ] A savings associations as defined in Section 3b of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14)of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Comerica Bank is a bank as defined in Section 3(a) (6) of the Act (15
US.C. 78c). Comerica Incorporated is the parent holding company of Comerica
Bank.
ITEM 4. OWNERSHIP.
COMERICA INCORPORATED
(a) Amount beneficially owned: 3,592,000
(b) Percent of class: 18.0%
(c) Number of Shares as to which person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,592,000
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or direct the disposition of: 3,592,000
Comerica Incorporated, however, disclaims any beneficial ownership in
the shares of the Issuer which may be deemed beneficially owned under federal
securities laws by Comerica Bank.
COMERICA BANK
(d) Amount beneficially owned: 3,592,000 *
(e) Percent of class: 18.0%
(f) Number of Shares as to which person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,592,000 *
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or direct the disposition of: 3,592,000 *
*Comerica Bank may be deemed beneficial owner, under federal securities
laws, as secured party (pledgee) of shares pledged on a defaulted loan at the
time it determines to sell shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
As disclosed above, Comerica Bank, a wholly-owned subsidiary of
Comerica Incorporated, may be deemed beneficial owner, under federal securities
laws, as secured party (pledgee) of shares pledged on a defaulted loan at the
time it determines to sell shares.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose of effect.
SIGNATURES
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.
Date 8/9/02
COMERICA INCORPORATED
By: /s/ Carol Rodriguez
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Name: Carol Rodriguez
Title: Vice President
COMERICA BANK
By: /s/ Elizabeth A. Stacy
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Name: Elizabeth A. Stacy
Title: Vice President
EXHIBIT 1
SCHEDULE 13G JOINT FILING AGREEMENT
Each of the undersigned persons executing this joint filing agreement
(the "Agreement"), agrees as follows with respect to the undersigned person:
(i) The undersigned person executing this Agreement is individually
eligible to use the Schedule 13G to which this Exhibit is attached and such
Schedule 13G is filed on behalf of the undersigned person executing this
Agreement; and
(ii) The undersigned person executing this Agreement is responsible for
the timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning the undersigned person
contained herein; but the undersigned person executing this Agreement is not
responsible for the completeness and accuracy of the information statement
concerning any other person making the filing, unless the undersigned person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Dated: August 9, 2002
COMERICA INCORPORATED
By: /s/ Carol Rodriguez
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Name: Carol Rodriguez
Title: Vice President
COMERICA BANK
By: /s/ Elizabeth A. Stacy
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Name: Elizabeth A. Stacy
Title: Vice President