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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
GENERAL AUTOMATION INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
369-032-107
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(CUSIP Number)
MR. RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES
610 NEWPORT CENTER DRIVE, SUITE 1300, NEWPORT BEACH, CA 92660 (714) 759-1311
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 22, 1997
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(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 filed 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).
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SCHEDULE 13D
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CUSIP NO. 369-032-107 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard H. Pickup -- ###-##-####
Dito Devcar Corporation, a Nevada corporation -- 95-317396
Pickup Family Trust -- 33-6123575
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dito Devcar Corp. and Pickup Family Trust are a corporation and trust,
respectively, formed under and pursuant to the laws of the State of
Nevada; Richard H. Pickup is an individual maintaining residence in
the State of California and is a citizen of the USA.
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7 SOLE VOTING POWER
Richard H. Pickup -- 93,900
Pickup Family Trust -- 100,000
Dito Devcar Corp. -- 1,100,000
Number of -----------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially
Owned By None
Each -----------------------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person
With Richard H. Pickup -- 93,900
Pickup Family Trust -- 100,000
Dito Devcar Corp. -- 1,100,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Richard H. Pickup -- 93,900
Pickup Family Trust -- 100,000
Dito Devcar Corp. -- 1,100,000 Combined Total -- 2,293,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Richard H. Pickup -- 1.29%
Pickup Family Trust -- 1.38%
Dito Devcar Corp. -- 15.13% Combined Total -- 17.80%
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14 TYPE OF REPORTING PERSON*
Richard H. Pickup -- IN
Pickup Family Trust -- CO
Dito Devcar Corp. -- CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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AMENDMENT NO. 3 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
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This statement is Amendment No. 3 to Schedule 13D dated February 14,
1995 ("Schedule 13D") relating to shares of $.10 par value common stock
("Shares") of General Automation, Inc. ("GA"), a Delaware corporation, whose
principal executive offices are located at 17731 Mitchell North, Irvine,
California 92714. Shares of GA are traded on the NASDAQ over the counter
market.
ITEM 2. IDENTITY AND BACKGROUND
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This Amendment No. 3 to Schedule 13D is filed by an individual, Mr.
Richard H. Pickup, by a corporation, Dito Devcar Corporation, and by a trust,
identified as the Pickup Family Trust. Each of said entities have been
identified in the original Schedule 13D and Amendment Nos. 1 and 2 heretofore
filed. This Amendment No. 3 is to disclose additional acquisition of Shares by
Dito Devcar Corporation (herein designated as the "Corporation"), which
included acquisition of a substantial number of Shares in late November of this
year. No Shares of GA have been acquired by Mr. Pickup or the Trust, and all
Shares acquired subsequent to the acquisitions previously reported in the
Schedule 13D and subsequent Amendments thereto were acquired by the
Corporation. No Shares of GA have been disposed of by any of the reporting
persons subsequent to the previous Amendment to Schedule 13D. Those Shares of
GA acquired subsequent to Amendment No. 2 by the Corporation are as disclosed
in Item 5 hereinbelow.
Mr. Pickup, the Corporation and the Trust have each been previously
identified in Schedule 13D and the Amendments thereto, and their addresses and
identities are disclosed therein.
Over the past five years, none of the filing persons have been (1)
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
activities subject to federal or state securities laws or finding any
violations with respect to such laws. Further, none of the officers or directors
of the Corporation nor the Trustee of the Trust have at any time been convicted
in any criminal proceeding or been a party to any of those proceedings
specified in subparagraph (2) hereinabove.
Mr. Richard H. Pickup, as the controlling shareholder of the
Corporation, and also as the Trustee of the trust, is acknowledged as the party
controlling each of the reporting entities herein, although each of the
reporting entities disavows and disaffirms the formation of any "group." There
exists no agreements or understandings, either in writing or orally, between
any of the reporting entities concerning their holding, voting or acquisition
or disposition of any Shares of GA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The source of all funds used in acquiring Shares by each of the filing
persons represents the personal funds of Mr. Pickup (which includes funds
contributed to the Trust) or represent working capital of the Corporation. No
funds used by any reporting person in acquiring any of the Shares were borrowed
and all Shares were acquired by purchase through licensed broker transactions
in open market trades. Details of the acquisition and purchase of Shares during
the past six months by any of the filing persons is as specified in Item 5
hereinbelow.
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ITEM 4. PURPOSE OF TRANSACTION
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Each of the filing persons has purchased Shares in GA 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 concerning the formation
of any group or any group action and the existence of a group is disaffirmed.
Despite this disaffirmation of a group, the alternatives which are
available to the filing persons include the entering into or reaching an
agreement with one or more of the filing persons or any third persons
concerning the acquisition and disposition of Shares and 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 GA 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 or long term.
Further, 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.
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.
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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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The interest in securities held by each of the filing persons and those
acquisitions of additional Shares subsequent to Amendment No. 1 is as follows:
A. Mr. Richard H. Pickup, an individual, is the beneficial and record
holder of 93,900 Shares. Based upon GA's most recent filing with the Securities
and Exchange Commission, which reported that there were 7,266,776 Shares
outstanding (with said number of Shares being assumed as the outstanding number
of Shares in connection with the report herein by each of the filing persons),
Mr. Pickup's Shares constitute approximately 1.29% of all issued and
outstanding GA Shares. Mr. Pickup has acquired no additional Shares subsequent
to those transactions heretofore reported on Amendment No. 2 to Schedule 13D.
B. The Pickup Family Trust, the Trust, is the beneficial and record
holder of 100,000 Shares, which Shares constitute approximately 1.38% of all
issued and outstanding Shares based upon all outstanding GA Shares. The Pickup
Family Trust has acquired no additional shares subsequent to filing of
Amendment No. 2 to Schedule 13D.
C. Dito Devcar Corporation, is presently the beneficial and record
holder of 1,100,000 Shares. The Corporation, as reported in Amendment No. 2 of
Schedule 13D, did previously hold 400,000 Shares and did acquire subsequent to
the filing of Amendment No. 2 to Schedule 13D an additional 700,000 Shares. The
Corporation's Shares constitute approximately 15.13% of all outstanding GA
Shares.
All the reporting persons currently hold a combined total of 2,293,900
Shares of GA representing 17.80% of all issued and outstanding Shares of GA
based upon the 7,266,776 Shares of outstanding common stock.
Within the past sixty (60) days, the only reporting person engaging in
any transaction involving GA's securities is Dito Devcar Corporation. Said
transaction involved only a purchase transaction, which was an open market
brokered transaction. The transaction was as follows:
DITO DEVCAR CORPORATION
(Buy Only)
Shares
Date Purchased Price Cost
-------- --------- ----- --------
11/22/97 500,000 1 3/8 $687,000
Total Shares acquired: 500,000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
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No contracts, arrangements, understandings or relationships exist with
respect to securities of GA and any of the reporting persons disclosed herein
or any relationships between any of the reporting persons, including Mr.
Richard H. Pickup.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Not applicable as to the following persons. No exhibits are being
filed.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Amendment is
true, complete and correct.
Dated: December 8, 1997 DITO DEVCAR CORPORATION,
a Nevada Corporation
By: /s/ DAVID B. HEHN
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David B. Hehn
Its: President
PICKUP FAMILY TRUST, under Declaration
of Trust dated January 5, 1989
By: /s/ RICHARD H. PICKUP
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Richard H. Pickup,
Trustee
/s/ RICHARD H. PICKUP
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Richard H. Pickup,
an individual
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