-----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, AQKuFiTH42Hsbd9GcmCF34xEO9WLQ44sxw0D9H3cKh5tucZ7GzWyUJr3uYPp56s5 TxEm4DkGE71BMTLuNcUFMQ== 0000880227-04-000005.txt : 20040311 0000880227-04-000005.hdr.sgml : 20040311 20040310173452 ACCESSION NUMBER: 0000880227-04-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040311 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41058 FILM NUMBER: 04661110 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLSON PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000880227 IRS NUMBER: 521739411 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6900 WISCONSIN AVENUE SUITE 501 CITY: BETHESDA STATE: MD ZIP: 20815 BUSINESS PHONE: 3016569669 MAIL ADDRESS: STREET 1: 6900 WISCONSIN AVENUE SUITE 501 CITY: BETHESDA STATE: MD ZIP: 20815 SC 13D 1 williamscontrols13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Williams Controls Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 96946510-3 (CUSIP Number) Daniel H. Abramowitz Hillson Partners Limited Partnership 6900 Wisconsin Avenue, Suite 501 Bethesda, MD 20815 (301) 656-9669 (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: Hillson Partners Limited Partnership 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: Maryland 7. SOLE VOTING POWER: 1,302,302 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: 1,302,302 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,302,302 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.83% 14. TYPE OF REPORTING PERSON: PN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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 (a), (b) and (c) This statement is filed by Hillson Partners Limited Partnership ("Hillson"), 6900 Wisconsin Avenue, Suite 501, Bethesda, Maryland 20815. Hillson was formed as a limited partnership in October of 1991 under the laws of the State of Maryland for the purpose, among other things, of investing its assets in stocks, bonds and other financial instruments. The general partner of Hillson is Hillson Financial Management, Inc., a Maryland corporation whose President and controlling stockholder is Daniel H. Abramowitz (d) During the past five years, neither Hillson nor Mr. Abramowitz has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Hillson nor Mr. Abramowitz has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was subject to a judgment, decree of 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. (f) Hillson is a Maryland limited partnership. Item 3. Source and Amount of Funds or Other Consideration 439,952 warrants to purchase common shares at $0.781 were exercised on March 1, 2004. The aggregate purchase price, including brokerage commissions, for the 1,302,302 shares acquired by Hillson as of the close of business on March 9, 2004 is $809,950. Such funds were provided by Hillson's working capital. Item 4. Purpose of the Transaction Hillson has purchased the Shares for capital appreciation. Hillson has no current plans or proposals regarding any extraordinary transaction involving Williams, including any merger, reorganization or liquidation, sale or transfer of assets, change in the board of directors or management, change in the present capitalization or dividend policy, change in business or corporate structure, change in the charter or by-laws or any action similar to any of the foregoing. Hillson may buy or sell Shares in the future depending on price, availability and general market conditions. Except as disclosed herein, Hillson has no current intention with respect to any action referred to in the text of Item 4 of Schedule 13D, however, Hillson reserves the right to act with respect to any of them as it deems in its own best interests at any time. Item 5. Interest in Securities of the Issuer As of the close of business on March 8, 2004, Hillson owned beneficially 1,302,302 Shares representing 5.83% 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. None. Item 7. Material to be Filed as Exhibits None. 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 10, 2004 /s/ Hillson Partners Limited Partnership By: Hillson Financial Management, Inc. By: Daniel H. Abramowitz, President -----END PRIVACY-ENHANCED MESSAGE-----