-----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, VadOPSbZjn1qBQ2WOIokKSR6sL1DFrUigZTQkHZBm032yuUcJIMsjAJjGNEsWVGt k0hlmudlVmeDHr70bU4n2g== 0000892569-98-001842.txt : 19980625 0000892569-98-001842.hdr.sgml : 19980625 ACCESSION NUMBER: 0000892569-98-001842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980624 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAD INC CENTRAL INDEX KEY: 0000913599 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953672088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44789 FILM NUMBER: 98652829 BUSINESS ADDRESS: STREET 1: 6059 CORNERSTONE COURT W CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6196775179 MAIL ADDRESS: STREET 1: 6059 CORNERSTONE COURT WEST CITY: SANSAN DIEGO STATE: CA ZIP: 92122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PICKUP RICHARD H/ CENTRAL INDEX KEY: 0000905980 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WEDBUSH MORGAN SECURITIES INC STREET 2: 500 NEWPORT CENTER DR SUITE 550 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PICKUP RICHARD H/DITO DEVCAR INC DATE OF NAME CHANGE: 19930524 SC 13D/A 1 SCHEDULE 13D/A FOR RICHARD H. PICKUP 1 OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form . . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENCAD, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) COMMISSION FILE NO. 0-23034 - -------------------------------------------------------------------------------- (CUSIP Number) RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, INC., 610 NEWPORT CENTER DR., SUITE 1300, NEWPORT BEACH, CALIFORNIA 92660 - (714) 759-1311 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 17, 1998 - -------------------------------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). 2 SCHEDULE 13D - AMENDMENT NO. 1 CUSIP NO. 0-23034 Page 2 of 7 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSON Richard H. Pickup, an individual - ####-##-#### S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DRP Charitable Remainder Unitrust - #88-6055771 TMP Charitable Remainder Unitrust - #88-6055770 Pickup Charitable Remainder Unitrust II - #33-056397 Dito Devcar Corporation, a Nevada corporation - #88-0294385 Dito Caree, LP, a Nevada limited partnership - #88-0303506 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF and WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Richard H. Pickup is a resident of the State of California and a citizen of the United States. All other reporting entities were formed and organized under and pursuant to the laws of the State of Nevada. ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER Dito Devcar Corporation - 850,000 Dito Caree, LP - 208,000 SHARES Pickup Charitable Remainder Unitrust II - 25,000 DRP Charitable Remainder Unitrust - 25,000 BENEFICIALLY TMP Charitable Remainder Unitrust - 25,000 _________________________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH None _________________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON (Same as Item 7 above) _________________________________________________________________ WITH 10 SHARED DISPOSITIVE POWER None ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Same as Item 7 above) Total shares owned - 1,133,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Dito Devcar Corporation - 7.36% Dito Caree, LP - 1.80% TMP Charitable Remainder Unitrust - .22% Pickup Charitable Remainder Unitrust II - .22% DRP Charitable Remainder Unitrust - .22% TOTAL - 9.82% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* Richard H. Pickup - IN Dito Devcar Corporation - CO Dito Caree, LP - PN Pickup Charitable Remainder Unitrust II - CO DRP Charitable Remainder Unitrust - CO TMP Charitable Remainder Unitrust - CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE. RESPONSES TO ITEMS 1-7 3 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to shares of Common Stock ("Shares") of ENCAD, Inc., a Delaware corporation ("ENCAD"), whose executive offices are located at 6059 Cornerstone Court West, San Diego, California 92121. Shares of ENCAD are traded on the NASDAQ over-the-counter National Market System under the trading symbol of ENCD. ITEM 2. IDENTITY AND BACKGROUND This filing represents an Amendment No. 1 to the Schedule 13D dated April 8, 1998 ("Schedule 13D"). This Amendment No. 1 is filed by the same parties who filed the Schedule 13D, specifically, Dito Caree, LP, a Nevada limited partnership ("Caree"), Richard H. Pickup, an individual ("Mr. Pickup"), Dito Devcar Corporation, a Nevada corporation ("Devcar"), Pickup Charitable Remainder Unitrust II, a charitable unitrust ("Pickup Trust"), DRP Charitable Remainder Unitrust, a charitable unitrust ("DRP Trust"), and TMP Charitable Remainder Unitrust, a charitable unitrust ("TMP Trust"). It is acknowledged that Mr. Pickup directly or indirectly controls, for securities law purposes, each entity or is a beneficiary of each of the entities identified as holding Shares. By reason of his control or beneficial interest in such entities, it is acknowledged that Mr. Pickup and each of the entities identified herein are a "group" concerning the acquisition and holding of Shares, although no formal arrangement, agreement or understanding has been entered into by and between Mr. Pickup and/or any of the entities concerning the Shares, the holding or disposition of the Shares, or the acquisition of additional Shares. Each of the entities is as identified and reported in the Schedule 13D. Further, each of the entities identified in the Schedule 13D has entered into no transactions, including no acquisitions or dispositions, of additional Shares, excepting that Devcar has recently acquired an additional 325,000 Shares, thereby the holdings of Devcar have increased to 850,000 Shares. As further reported in the Schedule 13D, Mr. Pickup, although deemed to control or represent a beneficiary of the other filing persons, does not hold any ENCAD Shares. Caree, Pickup Trust, DRP Trust, and TMP Trust holds that number of Shares as reported in the Schedule 13D. Devcar, which as reported in the Schedule 13D, is a Nevada corporation, maintaining its mailing address at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The current officers are Mr. David B. Hehn and Mr. Richard H. Pickup, with Mr. Pickup controlling a majority of the Devcar Shares. Prior to the recent transactions as reported in this Amendment No. 1, Devcar did own 525,000 Shares, and with the transactions as reported herein, Devcar's holdings have increased to 850,000 Shares. The transactions involving Devcar are as more completely described in Items 3 and 5. Over the past five years, none of the filing persons, nor any of the entities identified hereinabove, including any officer or director of any corporation identified herein, or any trustee of any trust identified herein, or any general partner of any partnership identified herein, have (1) been convicted in a criminal proceeding, or (2) been a party to a civil proceeding of a judicial or administrative body which resulted in a judgment, decree or final order enjoining future violations of or prohibitions or mandating activity subject to federal or state securities laws or finding any violations with respect to such laws. Although Mr. Pickup is the controlling person or beneficiary of the reporting entities, and it is acknowledged that he exercises sufficient control in order to consider the entities to be treated with Mr. Pickup as a "group," there exists no agreements or understandings, either in 4 writing or orally, between Mr. Pickup and any other reporting entity concerning the Shares, nor as between any of the reporting entities concerning their Shares, nor the holding, voting or acquisition or disposition of any Shares of ENCAD. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The transaction giving rise to the filing of this Amendment No. 1 to the April 8, 1998 Schedule 13D involves the acquisition on June 15, 1998 of 316,500 Shares by Devcar and an additional acquisition of 8,500 Shares by Devcar on June 17, 1998. No other reporting entity acquired (or disposed of) any Shares subsequent to the previously filed Schedule 13D. The acquisitions by Devcar result in total Shares held by all reporting entities as of the date of filing this Amendment No. 1 representing 1,133,000 Shares. All Shares acquired by the reporting entities were acquired in open market brokered transactions, with those Shares acquired since April 8, 1998 being acquired at the price per Share and at the total cost as disclosed in Item 5 hereinbelow. All Shares acquired by the reporting entities were acquired by cash transactions which were acquired by use of funds representing working capital or principal funds of each of the entities acquiring Shares. ITEM 4. PURPOSE OF TRANSACTION Each of the filing persons has purchased the Shares of ENCAD for investment purposes only and no agreement, formal or informal, written or oral, has been entered into by and between any of the filing persons (or any other person or entity) concerning the formation of any group nor the taking of any form of group action. From time to time, as existing shareholders of ENCAD, certain of the reporting entities may have made inquiries of ENCAD concerning its business operations, however, no form of proposal, understanding or any other form of arrangements have been made, proposed or discussed during at any time with ENCAD, or any of its management personnel. None of the filing persons have entered into any commitment, understanding or binding obligation with one or more of the filing persons or any third party concerning the acquisition or disposition of Shares. Rights of the filing persons shall include the making of further acquisitions of Shares from one or more sellers, either through open market purchases or in privately negotiated transactions, and in disposing of all or any portion of the Shares of ENCAD common stock held by all or any of the filing persons to one or more purchasers, either through open market or in privately negotiated transactions. None of the filing persons, including Mr. Richard H. Pickup, has any present plans in connection with any of the foregoing actions, nor any of those actions specified hereinbelow, however none of the foregoing or following actions by any of the filing persons can be ruled out in the future for either the short term or long term. None of the filing persons has any present plans or proposals which may relate to our result in: A. The acquisition or disposition by any person of any additional securities of the issue or the disposition of securities of the issuer; B. An extraordinary corporate transaction, such a merger, reorganization or liquidation involving the issuer or any of its subsidiaries; -4- 5 C. The sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; D. A change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies upon the board (except to vote for directors as may be elected by shareholders vote); E. Any material change in the present capitalization or dividend policy of the issuer; F. Any material change in the issuer's business or corporate structure; G. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; H. Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; I. Causing a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or J. Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF ISSUER As of the date of this filing, the filing persons as a group own 1,133,000 Shares of ENCAD. The following entities and individuals own the following Shares: A. Mr. Pickup currently owns none of the Shares of ENCAD. B. Caree currently owns 208,000 Shares of ENCAD. Caree's holdings of 208,000 Shares represent approximately 1.80% of all outstanding Shares. The percentage of Caree's Shares are based upon a total of 11,539,400 Shares of Common Stock of ENCAD outstanding, which figure is as reported as ENCAD's outstanding Shares in ENCAD's most recent SEC filings as to which the reporting persons have access. Since April 8, 1998, Caree has engaged in no additional transactions involving the Shares. C. Devcar currently owns 850,000 Shares of ENCAD. Devcar's holdings of 850,000 Shares represent approximately 7.36% of all outstanding Shares. The percentage of Devcar's Shares are based upon a total of 11,539,400 Shares of Common Stock outstanding. Since April 8, 1998, Devcar has engaged in the following transactions: (All Buys)
Date of Shares Price Total Transaction Acquired Per Share Consideration Paid ----------- -------- --------- ------------------ 6/15/98 316,500 $8-3/16 $2,789,550.00 6/17/98 8,500 9-1/4 78,625.00
Total Shares Acquired subsequent to April 8, 1998: 325,000 -5- 6 D. The Pickup Trust currently owns 25,000 Shares of ENCAD. The Pickup Trust's holdings of 25,000 Shares represent approximately .22% of all outstanding Shares. The percentage of the Pickup Trust's Shares are based upon a total of 11,539,400 Shares of Common Stock outstanding. Since April 8, 1998, the Pickup Trust has engaged in no additional transactions involving the Shares. E. The DRP Trust currently owns 25,000 Shares of ENCAD. The DRP Trust's holdings of 25,000 Shares represent approximately .22% of all outstanding Shares. The percentage of the DRP Trust's Shares are based upon a total of 11,539,400 Shares of Common Stock outstanding. Since April 8, 1998, the DRP Trust has engaged in no additional transactions involving the Shares. F. The TMP Trust currently owns 25,000 Shares of ENCAD. The TMP Trust's holdings of 25,000 Shares represent approximately .22% of all outstanding Shares. The percentage of the TMP Trust's Shares are based upon a total of 11,539,400 Shares of Common Stock outstanding. Since April 8, 1998, the TMP Trust has engaged in no additional transactions involving the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER There are no contracts or agreements as to which any of reporting entities or persons are a party. No other form of contract, arrangement, agreement, understanding or relationship, written or oral, exists with respect to the securities of ENCAD between any of the entities or persons disclosed herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 1998 DITO CAREE, LP, a Nevada limited partnership By: GAMEBUSTERS, INC., a Nevada corporation Its General Partner By: -------------------------------- David B. Hehn, President /s/ Richard H. Pickup ---------------------------------------- Richard H. Pickup An individual -6- 7 DITO DEVCAR CORPORATION By: ------------------------------------- David B. Hehn, President PICKUP CHARITABLE REMAINDER UNITRUST II By: /s/ Richard H. Pickup ------------------------------------- Richard H. Pickup, Trustee DRP CHARITABLE REMAINDER UNITRUST By: /s/ Richard H. Pickup ------------------------------------- Richard H. Pickup, Trustee TMP CHARITABLE REMAINDER UNITRUST By: /s/ Richard H. Pickup ------------------------------------- Richard H. Pickup, Trustee -7- -----END PRIVACY-ENHANCED MESSAGE-----