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. 8)
WILLIAMS CONTROLS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
969465 10 3
(CUSIP Number)
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)
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 ("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).
<PAGE>
CUSIP NO. 209929 10 13G Page___2____ of ___7___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enercorp, Inc.
84-0768802
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
1,852,329 common
112,500 warrants
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,852,329 common
112,500 warrants
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,329 common
112,500 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 1 O F 2 PAGES
<PAGE>
CUSIP NO. 209929 10 13G Page___3____ of ___7___Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert R. Hebard
###-##-####
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
14,000 common
NUMBER OF 12,500 warrants
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,852,329 common
OWNED BY 112,500 warrants
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 14,000 common
12,500 warrants
8 SHARED DISPOSITIVE POWER
1,852,329 common
112,500 warrants
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,329 common
125,000 warrants
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 2 PAGES
<PAGE>
CUSIP No. 969465 10 3 Page 4 of 7
ITEM 1(a) Name of Issuer: Williams Controls, Inc.
---------------
ITEM 1(b) Address of Issuer's Principal Executive Officers:
-------------------------------------------------
14100 SW 72nd Avenue
Portland, OR 97224
ITEM 2(a) Name of Persons Filing:
-----------------------
This Schedule 13G is being filed jointly by Enercorp, Inc.
("Enercorp") and its president, Robert R. Hebard.
ITEM 2(b) Address Principal Business Office or, if none, Residence:
---------------------------------------------------------
7001 Orchard Lake Road, Suite 424
W. Bloomfield, MI 48322
ITEM 2(c) Citizenship: Enercorp is a Colorado corporation and Mr. Hebard
------------
is a citizen of the United States.
ITEM 2(d) Title of Class of Securities
----------------------------
Common Stock $.01 Par Value
ITEM 2(e) CUSIP Number: 969465 10 3
-------------
ITEM 3 N/A
ITEM 4 Ownership:
----------
a. Amount Beneficially Owned:
--------------------------
(1) Enercorp, Inc. 1,964,829 (10.6%)
Includes: (i) 1,852,329 shares of Common Stock owned of
record by Enercorp; and (ii) 112,500 shares issuable upon
exercise of currently exercisable stock options granted
by the Issuer.
(2) Robert R. Hebard 1,991,329 (10.7%)
Includes: (i) 1,852,329 shares of Common Stock owned of
record by Enercorp; and (ii) 112,500 shares issuable upon
exercise of currently exercisable stock options granted
by the Issuer and 14,000 shares of Common Stock and
12,500 options owned by Robert R. Hebard.
<PAGE>
Mr. Hebard disclaims beneficial ownership in excess of
his pecuniary interest regarding the shares owned by
Enercorp.
Does not include 212,000 shares held by trusts for the
benefit of Mr. Hebard's minor children. Mr. Hebard 's
mother-in-law is trustee. Mr. Hebard is not a
beneficiary of the trusts and disclaims any beneficial
ownership in these shares
b. Percent of Class:
-----------------
10.6% by Enercorp, Inc.
10.7% by Robert R. Hebard
c. Number of shares as to which such person has:
---------------------------------------------
(i) sole power to vote or to direct the vote:
Enercorp, Inc. has sole power to vote or direct the vote of the
1,852,329 shares of common stock and 112,500 warrants of Williams Controls,
Inc.
Mr. Hebard has sole power to vote or to direct the vote on 14,000
shares of common stock and 12,500 warrants of Williams Controls, Inc..
(ii) shared power to vote or to direct the vote:
Mr. Hebard, as President of Enercorp, Inc., has shared power to vote
the 1,852,329 shares of common stock and 112,500 warrants of Williams
Controls, Inc.
(iii) sole power to dispose or to direct the disposition:
Enercorp, Inc. has sole power to dispose or direct the disposition of
the 1,852,329 shares of common stock and 112,500 warrants of Williams
Controls, Inc.
Mr. Hebard has sole power to dispose the 14,000 shares of common
stock and 12,500 warrants of Williams Controls, Inc.
<PAGE>
(iv) shared power to dispose or to direct the
disposition:
Mr. Hebard, as of President of Enercorp, Inc., has shared power to
dispose the 1,852,329 shares of common stock and 112,500 warrants of
Williams Controls, Inc.
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
--------------
<PAGE>
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.
ENERCORP, INC.
Dated: February 12, 1999 s\Robert R. Hebard
----------------------------
Robert R. Hebard, President
Dated: February 12, 1999 s\Robert R. Hebard
----------------------------
Robert R. Hebard
