UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported): July 29, 1999




                             WILLIAMS CONTROLS INC.
                             -----------------------
               (Exact name of Company as specified in its charter)



           Delaware                       0-18083                 84-1099587
-------------------------------         ------------         -------------------
 (State or other jurisdiction of        (Commission           (I.R.S.  Employer
  incorporation or organization)        File Number)         Identification No.)

         14100 SW 72nd Avenue
           Portland, Oregon                                         97224
---------------------------------------                           ----------
(Address of principal executive offices)                          (zip code)



                                 (503) 684-8600
               ---------------------------------------------------
               Registrant's telephone number, including area code:


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


<PAGE>




Item 7.  (Financial Statements and Exhibits) is amended to add the following:

(a)  Financial  Statements of the business acquired.  The following is a list of
     audited financial statements for ProActive Pedals filed herewith:

          Report of Independent Public Accountants......................F-1
          Statements of Assets and Liabilities and
               Equity (Deficit) as of December 31,
               1998 and June 30, 1999 (unaudited).......................F-2
          Statements of Operations for the Year Ended
               December 31, 1998 and the Six Month
               Periods Ended June 30, 1999 (unaudited)
               and 1998 (unaudited).....................................F-3
          Statements of Changes in Equity (Deficit)
               for the Year Ended December 31, 1998 and
               the Six Month Period Ended June 30, 1999
               (unaudited)..............................................F-4
          Statements of Cash Flows for the Year Ended
               December 31, 1998 and the Six Month
               Periods Ended June 30, 1999 (unaudited)
               and 1998 (unaudited).....................................F-5
          Notes to Financial Statements, December 31, 1998..............F-6

(b)  Pro  forma  financial  information.  The  following  is a list of pro forma
     financial information  pertaining to Williams Controls,  Inc. and ProActive
     Pedals filed herewith:

          Pro Forma Unaudited Balance Sheet as of
               June 30, 1999............................................PF-1
          Pro Forma Unaudited Statement of Operations
               for the Nine Months Ended June 30, 1999..................PF-2
          Pro Forma Unaudited Statement of Operations
               for the Year Ended September 30, 1998....................PF-3
          Notes to Pro Forma Unaudited Financial Statements.............PF-4

<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of
Williams Controls, Inc.:

We have audited the accompanying  statement of assets and liabilities and equity
(deficit)  of  ProActive  Pedals (a wholly  owned  division  of Active  Tool and
Manufacturing,  Inc.) as of  December 31,  1998 and the  related  statements  of
operations, changes in equity (deficit), and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  ProActive  Pedals  as of
December 31,  1998 and the results of its  operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.





Portland, Oregon,                       /s/ ARTHUR ANDERSEN, LLP
September 24, 1999



                                      F-1


<PAGE>


                                PROACTIVE PEDALS
                                ----------------


            STATEMENTS OF ASSETS AND LIABILITIES AND EQUITY (DEFICIT)
            ---------------------------------------------------------

                    AS OF DECEMBER 31, 1998 AND JUNE 30, 1999
                    -----------------------------------------

                                 (In Thousands)



ASSETS
------

                                                    1998           1999
                                                    ----           ----
                                                                (Unaudited)

CURRENT ASSETS:
  Cash                                              $   -           $  -
  Inventory, net                                      210            387
                                                    -----          -----

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, net             178            322

OTHER ASSETS, net                                     139            109
                                                    -----          -----
                                                    $ 527          $ 818
                                                    =====          =====

LIABILITIES AND EQUITY (DEFICIT)
--------------------------------

CURRENT LIABILITIES:
  Checks outstanding in excess of cash receipts     $ 339          $ 385
  Accounts payable                                     89            105
  Accrued liabilities                                 216             49
  Current portion of other long-term liability        100            114
                                                    -----          -----
          Total current liabilities                   744            653

OTHER LONG-TERM LIABILITY                             300            300

EQUITY (DEFICIT):
  Active Tool investment and advances               (517)          (135)
                                                    -----          -----
                                                    $ 527          $ 818
                                                    =====          =====


        The accompanying notes are an integral part of these statements.


                                      F-2


<PAGE>


                                PROACTIVE PEDALS
                                ----------------


                            STATEMENTS OF OPERATIONS
                            ------------------------

                  FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE
                  --------------------------------------------

                 SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
                 ----------------------------------------------

                                 (In Thousands)



                                                                  June 30,
                                            December 31,     ------------------
                                                1998         1999          1998
                                            ------------     ----          ----
                                                                  (Unaudited)

SALES                                         $    210      $    111     $   30

COST OF GOODS SOLD                                 158           111         38
                                              --------      --------     -------
GROSS MARGIN (LOSS)                                 52             -        (8)

OPERATING EXPENSES:
  Research and development                       1,544           935        614
  Administrative                                   511           385        301
                                              --------      --------     -------
          Total operating expenses               2,055         1,320        915
                                              --------      --------     -------
LOSS FROM OPERATIONS                           (2,003)       (1,320)      (923)

INTEREST EXPENSE                                  (32)          (14)       (15)
                                              --------      --------     -------
NET LOSS                                      $(2,035)      $(1,334)     $(938)
                                              ========      ========     =======


        The accompanying notes are an integral part of these statements.



                                      F-3

<PAGE>


                                PROACTIVE PEDALS
                                ----------------


                    STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
                    -----------------------------------------

                  FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE
                  --------------------------------------------

                      SIX-MONTH PERIOD ENDED JUNE 30, 1999
                      ------------------------------------

                                 (In Thousands)



                                               Advances     Losses      Deficit
                                               --------     ------      -------

BALANCE, December 31, 1997                     $ 4,700     $(7,357)     $(2,657)

  Net loss                                           -      (2,035)      (2,035)

  Change in advances                             4,175            -        4,175
                                               --------    --------     --------
BALANCE, December 31, 1998                       8,875      (9,392)        (517)

  Net loss (unaudited)                               -      (1,334)      (1,334)

  Change in advances (unaudited)                 1,716            -        1,716
                                               --------    --------     --------
BALANCE, June 30, 1999 (unaudited)             $10,591     $(10,726)    $  (135)
                                               ========    ========     ========


        The accompanying notes are an integral part of these statements.



                                      F-4


<PAGE>
                                PROACTIVE PEDALS
                                ----------------


                            STATEMENTS OF CASH FLOWS
                            ------------------------

                  FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE
                  --------------------------------------------

                 SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
                 ----------------------------------------------

                                 (In Thousands)

<TABLE>
<CAPTION>
<S>                                                                             <C>                     <C>             <C>
                                                                                                               June 30,
                                                                                  December 31,         ------------------------
                                                                                     1998                1999            1998
                                                                                  ------------           ----            ----
                                                                                                              (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                            $(2,035)          $(1,334)       $  (938)
  Adjustments to reconcile net loss to net cash
    used in operating activities-
      Depreciation and amortization                                                       125                65             47
      Changes in operating assets and liabilities:
        Inventory                                                                        (115)             (177)          (146)
        Accounts payable                                                                   62                16             70
        Accrued liabilities                                                               216              (167)             -
        Other long-term liability                                                      (2,350)               14         (2,215)
                                                                                      -------           -------        -------
          Net cash used in operating activities                                        (4,097)           (1,583)        (3,182)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of other assets                                                                (75)                -            (75)
  Purchase of leasehold improvements and equipment                                       (110)             (179)             -
                                                                                      -------           -------        -------
    Net cash used in investing activities                                                (185)             (179)           (75)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in checks outstanding in excess of cash
    receipts                                                                              107                46            (61)
  Active Tool investment and advances, net                                              4,175             1,716          3,318
                                                                                      -------           -------        -------
          Net cash provided by financing activities                                     4,282             1,762          3,257

NET INCREASE (DECREASE) IN CASH                                                             -                 -              -

CASH, beginning of period                                                                   -                 -              -
                                                                                      -------           -------        -------
CASH, end of period                                                                     $   -             $   -          $   -
                                                                                      =======           =======        =======


                                   The accompanying notes are an integral part of these statements.

</TABLE>

                                      F-5

<PAGE>


                                PROACTIVE PEDALS
                                ----------------


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                DECEMBER 31, 1998
                                -----------------

                                 (In Thousands)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-----------------------------------------------

Nature of Operations
--------------------

ProActive  Pedals  (the  Company),  a wholly  owned  division of Active Tool and
Manufacturing,  Inc. (the Parent and a Michigan corporation),  is a designer and
developer of patented  adjustable  foot pedal systems and modular pedal systems.
The Company also  manufactures  and sells the tooling  equipment used to produce
the foot pedal systems. The Company operates in one segment,  selling adjustable
pedal systems to the automotive industry.

Interim Financial Statements
----------------------------

The accompanying  interim  financial  statements of the Company,  as of June 30,
1999 and for the six months ended June 30,  1999 and 1998, have been prepared by
the Company without audit. Certain information and footnote disclosures normally
included in financial statements presented in accordance with generally accepted
accounting  principles have been condensed or omitted.  The Company believes the
disclosures made are adequate to make the information presented not misleading.

In the opinion of the Company's management, the accompanying unaudited financial
statements  as of June 30,  1999 and for the six months  ended June 30, 1999 and
1998, reflect all adjustments (which include only normal recurring  adjustments)
necessary to present fairly the financial position of the Company as of June 30,
1999 and the results of operations  and cash flows for the six months ended June
30, 1999 and 1998.  The results of operations  for the six months ended June 30,
1999 and 1998 are not necessarily indicative of fiscal year performance.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and  disclosure  of the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Inventory
---------

Inventory is valued at lower of cost or market. Raw material costs are primarily
determined on the  first-in,  first-out  method  (FIFO).  Work-in-process  costs
primarily include raw materials and direct labor.

Leasehold Improvements and Equipment
------------------------------------

Leasehold  improvements  and  equipment  are  stated  at cost.  Depreciation  is
provided using primarily  accelerated methods over the estimated useful lives of
the assets ranging from 3 to 7 years.  Leasehold  improvements  are  depreciated
over  the  term of the  lease  or the  estimated  useful  lives  of the  assets,
whichever is shorter.

Normal repairs and maintenance are expensed as incurred.


                                      F-6
<PAGE>

Income Taxes
------------

The  Company's   Parent  has  elected  to  be  taxed  under  the  provisions  of
subchapter S  of the Internal  Revenue Code and similar  section of the Michigan
code. In lieu of corporate  income taxes,  the  stockholders of the subchapter S
corporation  are  taxed on their  proportionate  share of the  Parent's  taxable
income.  Therefore,  no provision or liability for federal or state income taxes
has been included in the financial statements.

Other Long-Term Liability
-------------------------

At December 31, 1998, other long-term liability consists of an obligation due in
equal installments of $100 over four years at 7% interest.

Concentration of Credit Risk and Significant Customer
-----------------------------------------------------

The Company has one outstanding  contract to provide  adjustable  pedal systems.
This contract makes up substantially all of the Company's revenues.

Revenue Recognition
-------------------

Revenue is recognized upon shipment of the goods.

Other Assets
------------

Other assets consist of licenses held by the Company to develop and  manufacture
the  adjustable  foot  pedal  systems.  The  licenses  are  amortized  using the
straight-line  method over the  estimated  useful lives of the licenses  ranging
from 3 to 5 years. Accumulated amortization as of December 31, 1998 was $66.

Research and Development
------------------------

A significant portion of the Company's activities have been incurred in research
and development of adjustable pedal systems.  Research and development  expenses
have been expensed as incurred.

Recent FASB Pronouncement
-------------------------

In June 1999,  the FASB  issued  Statement  of  Financial  Accounting  Standards
No. 137,   "Accounting  for  Derivative   Instruments  and  Hedging  Activities"
(SFAS 137).  SFAS 137 is an amendment to SFAS 133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities."  SFAS 137  establishes   accounting  and
reporting  standards for all derivative  instruments.  SFAS 137 is effective for
fiscal  years  beginning  after  June 15,  2000.  The Company  does not have any
derivative  instruments and  accordingly,  the adoption of SFAS 137 will have no
impact on the Company's financial position or results of operations.



                                      F-7

<PAGE>



2.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT:
-----------------------------------------

Leasehold improvements and equipment consist of the following:

                                                           December 31,
                                                               1998
                                                           ------------

Leasehold Improvements                                        $  27
Machinery                                                        84
Vehicles                                                         11
Furniture and Fixtures                                          238
Tooling                                                          48
                                                              -----
                                                                408
Accumulated depreciation                                      (230)
                                                              -----
Leasehold improvements and equipment, net                     $ 178
                                                              =====




                                      F-8

<PAGE>


3.  INVENTORY:
--------------

Inventory consists of the following:

                                                           December 31,
                                                               1998
                                                           ------------

Raw materials                                                  $ 82
Work in process                                                 128
                                                               ----
Total inventory                                                $210
                                                               ====

4.  RELATED PARTY TRANSACTIONS:
-------------------------------

The  Company's  operations  have  been  funded  solely  by the  Parent  and  all
transactions of the Company flow through the Active Tool investment and advances
account.

The Company  maintains a cash account to pay all  expenditures  and has received
advances  from the Parent  since  inception.  Interest  has not been  charged on
advances.  The average Active Tool  investment and advances  account balance for
the year ended December 31, 1998 was $7,181.

5.  COMMITMENTS AND CONTINGENCIES:
----------------------------------

Litigation Settlement
---------------------

In 1997,  the Company  recorded the  settlement  of a lawsuit  filed against the
Company  by  Comcorp   Technologies,   Inc.   and  DeCouper   Industries,   Inc.
(collectively   "Comcorp"),   in  which  it  was   alleged   that  the   Company
misappropriated  certain  Comcorp  trade secrets  relating to  adjustable  pedal
technology.  The Company settled the lawsuit,  without  admitting any liability.
Under the terms of the settlement agreement between the parties, issues relating
to ownership of certain patents covering the technology were resolved.

Operating Lease
---------------

The Company leases office space under a  noncancelable  operating lease expiring
November  1999.  Rent  expense for the year ended  December 31, 1998 was $56. At
December 31,  1998,  future minimum leased  payments for the operating lease are
$99 for 1999.

6.  SALE OF BUSINESS:
---------------------

In July 1999,  substantially  all of the assets and  liabilities  of the Company
were  sold to  Williams  Controls  Inc.  (Williams)  for  $6,350 in cash and the
assumption of certain liabilities.  Williams is a manufacturing company involved
in  various  production  lines for the  automotive  industry,  primarily  in the
manufacture of electronic throttle controls.



                                      F-9
<PAGE>

                             Williams Controls, Inc.
                 Unaudited Pro Forma Consolidated Balance Sheet
                               As of June 30, 1999
                             (Dollars in thousands)

<TABLE>
<CAPTION>
<S>                                                         <C>            <C>            <C>            <C>

                                                                                                             Unaudited
                                                               Williams                                      Pro Forma
                                                              Controls,      ProActive       Pro Forma      Consolidated
                                                                 Inc.          Pedals       Adjustments     As Adjusted
                                                             ------------- -------------- --------------- ---------------
                      ASSETS
Current Assets:
   Cash and cash equivalents                                  $  1,410         $    -      $        -        $  1,410
   Trade and other accounts receivable, net                     10,602              -               -          10,602
                                                                10,430            387               -          10,817
Inventories
   Deferred taxes and other                                      2,616              -               -           2,616
   Net assets held for disposition                               5,125              -               -           5,125
                                                             ------------- -------------- --------------- ---------------
     Total current assets                                       30,183            387               -          30,570


   Property, plant and equipment, net                           18,665            322       (a)  (22)          18,965
   Investment in and  note receivable from affliate              5,733              -               -           5,733
   Property held for sale, net                                   1,818              -               -           1,818
   Net assets held for disposition                               1,821              -               -           1,821
   Other assets                                                  1,851            109       (b) 4,882           7,514
                                                                                            (d)   672
                                                             ============= ============== =============== ===============
     Total assets                                             $ 60,071         $  818      $    5,532        $ 66,421
                                                             ============= ============== =============== ===============

       LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Checks outstanding in excess of cash receipts              $      -         $  385      $(a) (385)        $      -
   Accounts payable                                              5,063            105               -           5,168
   Accrued expenses                                              2,605            163       (a)   171           2,939
   Current  portion of long-term  debt and capital leases        2,257              -       (a) 2,500           4,757
   Estimated loss on disposal                                      589              -               -             589
                                                             ------------- -------------- --------------- ---------------
      Total current liabilities                                 10,514            653           2,286          13,453

Long-term debt and capital lease obligations                    22,460              -       (a)   454          22,914
Other liabilities                                                2,737            300       (a)   639           3,376
                                                                                            (a) (300)

Commitments and contingencies

Shareholders' equity:
   Preferred stock                                                   1              -               -               1
   Common stock                                                    185              -       (a)     1             186
   Additional paid-in capital                                   18,183              -       (a) 3,395          21,578
   Retained earnings (accumulated deficit)                       7,125                      (a)(1,750)          6,047
                                                                                            (d)   672
   Active Tool investment and advances                                          (135)       (c)   135
   Unearned ESOP shares                                           (73)              -               -            (73)
   Treasury stock                                                (377)              -               -           (377)
   Note receivable                                               (500)              -               -           (500)
   Pension liability adjustment                                  (184)              -               -           (184)
                                                             ------------- -------------- --------------- ---------------
      Total shareholders' equity                                24,360          (135)           2,453          26,678
                                                             ============= ============== =============== ===============
        Total liabilities and shareholders' equity            $ 60,071         $  818      $    5,532        $ 66,421
                                                             ============= ============== =============== ===============

               The accompanying notes are an integral part of this
                unaudited pro forma consolidated balance sheet.

</TABLE>

                                      PF-1
<PAGE>

                             Williams Controls, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                     For the  Nine  Months  ended  June  30,  1999
           (Dollars  in thousands, except share and per share information)


<TABLE>
<CAPTION>
<S>                                                          <C>            <C>            <C>           <C>


                                                                                                            Unaudited
                                                               Williams                                     Pro Forma
                                                              Controls,      ProActive      Pro Forma     Consolidated
                                                                 Inc.         Pedals       Adjustments      Adjusted
                                                             ------------- -------------- -------------- ----------------

Sales                                                            $ 47,828      $     214      $       -         $ 48,042
Cost of sales                                                      33,885            170              -           34,055
                                                             ------------- -------------- -------------- ----------------
Gross margin                                                       13,943             44              -           13,987

Operating expenses:
  Research and development                                          2,683          1,477                           4,160
                                                                    1,501              -              -            1,501
Selling
                                                                    2,884            465      (a)   472            3,821
Administration
  Loss from impairment of assets                                    5,278              -              -            5,278
                                                             ------------- -------------- -------------- ----------------
    Total operating expenses                                       12,346          1,942            472           14,760
                                                             ------------- -------------- -------------- ----------------

Earnings (loss) from continuing operations                          1,597        (1,898)          (472)            (773)

Other (income) expenses:
   Interest income                                                  (277)              -              -            (277)
   Interest expense                                                 1,187             23      (b)   202            1,412
   Other (income) expense                                              69              -              -               69
   Equity interest in (income) loss of affiliate                      407              -              -              407
                                                             ------------- -------------- -------------- ----------------
     Total other expenses                                           1,386             23            202            1,611
                                                             ------------- -------------- -------------- ----------------


Earnings (loss) from continuing operations before
   income tax expense (benefit)                                       211        (1,921)          (674)          (2,384)
Income tax expense (benefit)                                           81              -      (c) (997)            (916)
                                                             ------------- -------------- -------------- ----------------

Net earnings (loss)                                                   130        (1,921)            323          (1,468)
Dividends on preferred stock                                          449              -              -              449
                                                             ------------- -------------- -------------- ----------------
Net earnings (loss) allocable to common shareholders              $ (319)      $ (1,921)      $     323         $(1,917)
                                                             ============= ============== ============== ================

Net earnings (loss) per common share - basic                      $ (.02)                                       $ (0.10)
                                                             ============= ============== ============== ================
Weighted average shares - basic                                18,313,559                                     19,644,708
                                                             ============= ============== ============== ================

Net earnings per common share - diluted                           $ (.02)                                         (0.10)
                                                             ------------- -------------- -------------- ----------------
Weighted average shares - diluted                              18,313,559                                     19,644,708
                                                             ============= ============== ============== ================



    The accompanying notes are an integral part of this unaudited pro forma consolidated statement of operations.
</TABLE>


                                      PF-2
<PAGE>


                             Williams Controls, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                      For the Year Ended September 30, 1998
         (Dollars in thousands, except share and per share information)

<TABLE>
<CAPTION>
<S>                                                          <C>            <C>            <C>          <C>


                                                                                                            Unaudited
                                                               Williams                                     Pro Forma
                                                              Controls,      ProActive      Pro Forma     Consolidated
                                                                 Inc.         Pedals       Adjustments      Adjusted
                                                             ------------- -------------- -------------- ----------------

Sales                                                            $ 57,646      $     210       $      -         $ 57,856
Cost of sales                                                      40,129            158              -           40,287
                                                             ------------- -------------- -------------- ----------------
Gross margin                                                       17,517             52              -           17,569

Operating expenses:
  Research and development                                          2,778          1,544                           4,322
  Selling                                                           2,065              -              -            2,065
  Administration                                                    3,683            511        (a) 628            4,822
                                                             ------------- -------------- -------------- ----------------
    Total operating expenses                                        8,526          2,055            628           11,209
                                                             ------------- -------------- -------------- ----------------

Earnings (loss) from continuing operations                          8,991        (2,003)          (628)            6,360

Other (income) expenses:
   Interest expense                                                 1,508             32        (b) 269            1,809
   Equity interest in (income) loss of affiliate                      506              -              -              506
                                                             ------------- -------------- -------------- ----------------
     Total other expenses                                           2,014             32            269            2,315
                                                             ------------- -------------- -------------- ----------------


Earnings (loss) from continuing operations before
   income tax expense (benefit)                                     6,977        (2,035)          (897)            4,045
Income tax expense (benefit)                                        2,366              -    (c) (1,125)            1,241
                                                             ------------- -------------- -------------- ----------------
Net earnings (loss) from continuing operations                      4,611        (2,035)            228            2,804

Discontinued operations:
   Net  loss  from  operations  of  automotive
      accessories business unit                                   (1,625)              -              -          (1,625)
   Net loss from operations of the agricultural segment           (1,271)              -              -          (1,271)
   Net loss on disposal of the agricultural segment               (1,403)              -              -          (1,403)
                                                             ------------- -------------- -------------- ----------------
   Net loss from discontinued operations                        $ (4,299)      $       -       $      -         $(4,299)
                                                             ------------- -------------- -------------- ----------------

Net earnings (loss)                                             $     312      $ (2,035)       $    228         $(1,495)
Dividends on preferred stock                                          270              -              -              270
                                                             ------------- -------------- -------------- ----------------
Net earnings (loss) allocable to common shareholders            $      42      $ (2,035)       $    228         $(1,765)
                                                             ============= ============== ============== ================

Earnings (loss) per common share from continuing                $    0.24                                       $   0.13
operations - basic
Loss per common share from discontinued operations - basic         (0.24)                                         (0.22)
                                                             ------------- -------------- -------------- ----------------
Net earnings (loss) per common share - basic                    $    0.00                                       $ (0.09)
                                                             ============= ============== ============== ================
Weighted average shares - basic                                17,922,558                                     19,253,707
                                                             ============= ============== ============== ================

Earnings  per common  share from  continuing  operations  -
   diluted                                                      $    0.23                                       $   0.13
Loss  per  common  share  from  discontinued  operations  -
   diluted                                                         (0.23)                                         (0.22)
                                                             ------------- -------------- -------------- ----------------
Net earnings per common share - diluted                         $    0.00                                       $ (0.09)
                                                             ============= ============== ============== ================
Weighted average shares - diluted                              19,808,460                                     19,253,707
                                                             ============= ============== ============== ================



    The  accompanying  notes are an integral  part of this  unaudited  pro forma consolidated statement of operations.
</TABLE>

                                      PF-3

<PAGE>


                             Williams Controls, Inc.
                Notes to Unaudited Pro Forma Financial Statements
                      June 30, 1999 and September 30, 1998
                             (Dollars in thousands)

1.   Basis of Presentation

     The accompanying unaudited pro forma consolidated financial statements have
     been prepared to present the effect of the acquisition (the Acquisition) of
     ProActive Pedals (a wholly owned division of Active Tool and Manufacturing,
     Inc.)(ProActive) by Williams Controls, Inc. (the Company) on July 29, 1999.
     ProActive  performs  research  and  development  activities  related to the
     development of adjustable foot pedals for automobiles.  They also engage in
     the  manufacture  of  adjustable  foot  pedals.  The  unaudited  pro  forma
     statements  of  operations  for the nine months ended June 30, 1999 and for
     the fiscal year ended  September 30, 1998 have been prepared based upon the
     historical  statements of operations of the Company and ProActive as if the
     Acquisition  had  occurred  on the  first  date of each  such  period.  The
     unaudited pro forma consolidated balance sheet as of June 30, 1999 has been
     prepared  based  upon the  historical  balance  sheets of the  Company  and
     ProActive as if the acquisition had occurred on June 30, 1999.

     For purposes of the unaudited pro forma consolidated  financial  statements
     (1) the  statement of  operations  of the Company for the nine months ended
     June 30,  1999 has  been  combined  with the  statement  of  operations  of
     ProActive  for the nine months  ended June 30, 1999,  (2) the  statement of
     operations of the Company for the fiscal year ended  September 30, 1998 has
     been  combined with the statement of operations of ProActive for the fiscal
     year ended  December 31, 1998,  and (3) the balance sheet of the Company as
     of June 30, 1999 has been  combined  with the balance sheet of ProActive as
     of June 30, 1999. In order to present  comparable  periods in the unaudited
     pro forma  statements  of  operations,  revenues  of $103 and net loss from
     continuing  operations  of $587 for  ProActive  Pedals for the three months
     ended  December 31, 1998 have been included in both the unaudited pro forma
     consolidated  statements of  operations  for the nine months ended June 30,
     1999 and for the year ended September 30, 1998.

     The unaudited pro forma  consolidated  financial  statements give effect to
     the Acquisition under the purchase method of accounting.

     The  unaudited  pro forma  consolidated  financial  statement  may  not  be
     indicative of the results of  operations  or financial  position that would
     have occurred if the  Acquisition had been in effect as of the beginning of
     the respective periods or as of the balance sheet date, nor do they purport
     to indicate the results of  operations of the Company for any future period
     or as of any future date.  The  unaudited pro form  consolidated  financial
     statements  should  be read  in  conjunction  with  the  Company's  audited
     financial statements and notes thereto, included in the Company's Form 10-K
     for the  year  ended  September  30,  1998.  Management  believes  that all
     adjustments   necessary  to  present   fairly  such   unaudited   pro  form
     consolidated  financial  statements  have been made  based on the terms and
     structure of the Acquisition.


                                      PF-4

<PAGE>


2.   Pro Forma Adjustments.

     The pro forma adjustments consist of the following:

     Balance Sheet
     -------------
     Effective July 29, 1999, Williams Controls, Inc.
     acquired substantially all of the assets and
     assumed certain liabilities of ProActive Pedals, in
     a purchase transaction.  The following amounts in
     footnotes (a) through (d) describe the nature of
     the transaction and are for informational purposes
     only.  They reflect the adjustments that would have
     been recorded on the balance sheet at June 30, 1999
     had the purchase occurred on that date.


(a)  The Company recorded the acquisition as follows:
     Purchase price:
        Net cash used from issuance of
        common stock (1,331,149 shares)                              $ 3,396
        Term loan                                                      2,500
        Line of credit                                                   454
        Accrued acquisition costs                                        100
                                                                     -------
                  Total                                              $ 6,450

      Value of assets acquired and liabilities assumed:
          Fair value of recorded net assets acquired                 $   348
          Appraised value of in-process research and
             development                                               1,750
          Purchased technology                                         1,820
          Patent license agreement                                     1,239
          Liability for future payments on patent
              license agreement                                        (639)
                                                                     -------
     Goodwill resulting from purchase                                $ 1,932
                                                                     =======

     The components of the fair value of recorded net assets acquired are as
     follows:
          Book value of assets acquired                              $ (135)
          Adjustments:
             Leasehold improvements not acquired                        (22)
             License agreement not acquired                            (109)
             Outstanding checks not assumed                              385
             Other long-term liability not assumed                       300
             Other miscellaneous net liabilities incurred               (71)
                                                                     -------
          Fair value of net assets acquired                          $   348
                                                                     =======
                                      PF-5

<PAGE>


(b)  To record intangible assets:
        Goodwill                                                     $ 1,932
        Purchased technology                                           1,820
        Patent license agreement                                       1,239
        License agreement not acquired                                 (109)
                                                                     -------
                                                                     $ 4,882
                                                                     =======

(c)  To record the elimination of Active Tool investment and
     advances.                                                       $   135

(d)  A deferred tax asset was recorded for the $1,750 of
     in-process research and development expensed immediately
     for book purposes and amortized for tax purposes over
     fifteen years.                                                  $   672


                                      PF-6

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                     <C>                        <C>

                                                                                 For the                  For the
                                                                            nine months ended            year ended
                                                                              June 30, 1999          September 30, 1998
                                                                        -------------------------- -----------------------
Income Statement
----------------

The Unaudited Pro Forma  Statements  of
Operations  are  presented  without the
impact of the $1,750 expense of in-process research
and development related to the purchase of ProActive
Pedals as the expense would not have an ongoing effect
on normal  operations.  The pro  forma  adjustments
to the Unaudited Pro Forma  Statements  of  Operations
for the nine months ended June 30, 1999 and the year
ended September 30, 1998 consist of the following:



(a)  Amortization expense was recorded on the intangible assets acquired:
         Goodwill (15 years)                                                              $    97                $    129
         Purchased technology (5 years)                                                       290                     386
         Patent license (11 years)                                                             85                     113
                                                                                          -------                --------
                                                                                          $   472                $    628
(b) Interest expense was recorded on the incremental borrowings
    utilized to finance the acquisition.
          Term loan of $2,500 at 9.25%                                                    $   173                $    231
          Line of credit of $454 at 8.25%                                                      29                      38
                                                                                          -------                --------
                                                                                          $   202                $    269
(c)  The pro forma  adjustment  to the  provision  for income  taxes was made to
     bring the total tax  provision to the amount that would have been  recorded
     based on an  effective  rate of 38.4% for the period  calculated  using the
     combined pro forma income.

          ProActive Pedals loss                                                           $ (738)                $  (781)
          Pro forma adjustments                                                             (259)                   (344)
                                                                                          -------                --------
                                                                                          $ (997)                $(1,125)


                                      PF-7
</TABLE>

<PAGE>


                             Williams Controls, Inc.

                                    Signature


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                      WILLIAMS CONTROLS, INC.





                                      By:_______________________________________
                                      Gerard A. Herlihy, Chief Financial Officer




                                      By:_______________________________________
                                      Kim L. Childs, Corporate Controller
                                      and Principal Accounting Officer








Date:  October 12, 1999


<PAGE>


                             Williams Controls, Inc.

                                    Signature


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                   WILLIAMS CONTROLS, INC.





                                   By: /s/ Gerard A. Herlihy
                                      ------------------------------------------
                                      Gerard A. Herlihy, Chief Financial Officer




                                   By: /s/ Kim L. Childs
                                      ------------------------------------------
                                      Kim L. Childs, Corporate Controller
                                      and Principal Accounting Officer








Date:  October 12, 1999