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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. 4)*
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)
RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, 610 NEWPORT CENTER DR.,
SUITE 1300, NEWPORT BEACH, CALIFORNIA 92660, (714) 759-1311
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 14, 1998
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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 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).
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SCHEDULE 13D - AMENDMENT NO. 4
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, #88-0294385
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
Richard H. Pickup is an individual who maintains his residence in the
State of California and is a citizen of the USA. Dito Devcar Corp. and
Pickup Family Trust were formed under and pursuant to this laws of the
State of Nevada.
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7 SOLE VOTING POWER
Richard H. Pickup - 93,900
Pickup Family Trust - 100,000
Dito Devcar Corp. - 1,148,500
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING (SEE ITEM 7 ABOVE)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 7 ABOVE) TOTAL OWNED: 1,342,400
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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% Combined Total: 18.47%
Dito Devcar Corp. - 15.80%
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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. 4 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement is Amendment No. 4 to the original 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 92614. Shares of GA are traded on the NASDAQ over-the-counter market.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 4 is filed by an individual, Mr. Richard H. Pickup,
and by a corporation, Dito Devcar Corporation. The prior registrant, a trust
identified in the original Schedule 13D and amendments thereto as the Pickup
Family Trust, is no longer a shareholder of any of the Shares and, therefore,
is no longer a reporting person. The purpose of this Amendment is to reflect
acquisition of certain additional Shares by Dito Devcar Corporation, a transfer
of Shares from the Pickup Family Trust to Mr. Richard H. Pickup pursuant to a
planning transaction and to clarify the method of holding certain of the Shares
and a liquidation or transfer of certain Shares by the Pickup Family Trust.
This Amendment is further to correct a typographical error occurring in
Section 11 of Amendment No. 3 to Schedule 13D. In Section 11, although the
totals then held by each of the reporting parties is correct, the combined
total erroneously was reported as 2,293,900 Shares. Said figure should have
been 1,293,900 Shares (which was the correct total of each of the Shares held
by the reporting persons). As noted, the total current holdings by each of the
reporting persons is 1,342,400 Shares.
Mr. Pickup, the Corporation and the Trust have each been previously
identified in the original 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 understanding, 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
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
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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.
ITEM 4. PURPOSE OF TRANSACTION
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 thee 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.
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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.
J. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The interest in securities held by each of the filing persons and
the acquisitions of additional Shares subsequent to the previously filed
Amendment 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 (which 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 the previous Amendment to Schedule
13D, excepting the transfer of Shares from the Trust to Mr. Pickup, as reported
hereinabove (which Shares were acquired without payment of consideration or
transfer of funds).
B. The Pickup Family Trust, the Trust, is currently the
beneficial and record holder of 100,000 Shares. Said holdings represent
approximately 1.38% of all outstanding GA Shares. The Trust has acquired no
additional shares subsequent to the filing of the previous Amendment to Schedule
13D.
C. Dito Devcar Corporation, is presently the beneficial and
record holder of 1,148,500 Shares. The Corporation, as reported in previous
Amendments, did acquire subsequent to the prior filing an additional 48,500
Shares, which were acquired in those transactions specified hereinbelow. The
Corporation's Shares constitute approximately 15.80% of all outstanding GA
Shares.
All the reporting persons currently hold a combined total of
1,342,400 Shares of GA representing 18.47% 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 acquisition or sale transaction involving GA's securities is Dito Devcar
Corporation. Said transaction involved only purchase transactions, which were
open market brokered transactions. The transactions were as follows:
DITO DEVCAR CORPORATION (Purchases Only)
<TABLE>
<CAPTION>
Shares
Date Purchased Price Cost
---- --------- ----- ----
<S> <C> <C> <C>
12/09/97 4,500 1 1/4 $ 5,808
12/15/97 19,000 1.1875 $23,136
12/17/97 10,000 1.1875 $12,178
12/30/97 15,000 1 1/4 $19,203
</TABLE>
Total Acquisitions: 48,500
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable as to the reporting 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.
Date: Feb. 14, 1998 DITO DEVCAR CORPORATION,
a Nevada corporation
By: /s/ DAVID B. HEHN
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David B. Hehn,
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
-------------------------------
Richard H. Pickup,
an individual
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