UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
Sunrise Medical, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
867910101
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(CUSIP Number)
Simeon Gold
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 9, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |X|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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).
<PAGE>
13D
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CUSIP NO. 867910101 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Entrust Capital Inc.
(No. 13-3933026)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ----------------------------------------------------------
8 SHARED VOTING POWER
1,158,501
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9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,729,844
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,844
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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)
8.90%
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14 TYPE OF REPORTING PERSON
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title and class of equity security to which this statement on
Schedule 13D relates is the common stock, $.01 par value per share (the "Common
Stock"), of Sunrise Medical, Inc., a Delaware corporation (the "Issuer"). The
address of the Issuer's principal executive office is 2382 Faraday Avenue, Suite
200, Carlsbad, CA 92008.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of EnTrust Capital Inc., a Delaware
Corporation ("EnTrust"), whose principal executive office is located at 650
Madison Avenue, New York, NY 10022.
EnTrust principally engages in the business of an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, managing
equity and fixed income accounts for clients on a discretionary basis.
The shareholders, directors and principal executive officers of EnTrust
are Michael Horowitz, Mark Fife and Gregg Hymowitz (each, a "Principal"). The
business address of each Principal is 650 Madison Avenue, New York, New York
10022. The principal occupation or each Principal (each of who is a citizen of
the United States) is the business of EnTrust.
During the last five years, neither EnTrust nor any executive officer,
director or shareholder of EnTrust has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
EnTrust purchased the Common Stock of the Issuer for the accounts of
its clients. The sources of funds for such purchases were the available personal
funds in clients' accounts. In certain instances shares of Common Stock of the
Issuer have been purchased on margin extended by the broker-dealers carrying
client accounts. The aggregate capital of clients invested in the Common Stock
of the Issuer was $26,845,771.
ITEM 4. PURPOSE OF TRANSACTION
EnTrust, on behalf of its clients, has substantially increased its
position in the Common Stock of the Issuer.
While the United States equity markets have significantly increased in
value in the past three years, the value of the Common Stock of the Issuer has
substantially decreased.
While EnTrust expects to remain a significant shareholder and is
encouraged by the progress made by the current management of the Issuer, EnTrust
believes that there is tremendous untapped value for the shareholders of the
Issuer and, therefore, EnTrust's clients.
Management should endeavor to pursue all opportunities and methods to
promote and increase shareholder value including, but not limited to (i) the
continued execution by management of their turnaround efforts, (ii) strategic
joint ventures, (iii) the addition of outside directors with industry
<PAGE>
expertise, and (iv) other transactions that may further the maximization of the
long term value of the Common Stock of the Issuer.
EnTrust intends to maintain a dialogue with management and other
interested shareholders and third parties in furtherance of the optimization and
realization of the unrecognized value of the Common Stock of the Issuer.
Except as set forth above, EnTrust has no present plans or intentions
which relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 9, 1998, and based on the
number of shares of Common Stock reported to be outstanding as of January 30,
1998 (i.e., 19,433,000 shares),
EnTrust beneficially owned 1,729,844 shares of Common Stock,
representing approximately 8.90% of the outstanding shares of Common
Stock of the Issuer.
Of the shares of Common Stock beneficially owned by EnTrust,
21,100 shares are for the account of Mark Fife, members of his
immediate family and a foundation controlled by him, 10,000 shares are
for the account of Michael Horowitz and members of his immediate
family, and 18,300 shares are for the account of Gregg Hymowitz and
members of his immediate family.
(b) The responses of EnTrust to (i) Rows (7) through (10) of the cover
page of this statement on Schedule 13D hereof are incorporated herein by
reference.
(c) Attached hereto as Appendix A is a list of each transaction in the
Common Stock of the Issuer effected by EnTrust during the past 60 days.
(d) Each client of EnTrust whose account holds shares of Common Stock
of the Issuer, has the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the shares of Common Stock
beneficially owned by EnTrust on his or its behalf. Except with respect to such
clients, EnTrust, to the best of its knowledge, is not aware of any other person
who has the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock of the issuer
beneficially owned by EnTrust.
(e) Not applicable.
ITEM 6 Not applicable.
ITEM 7 Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 10, 1998
EnTrust Capital Inc.
/s/ Gregg S. Hymowitz
-----------------------
Name: Gregg S. Hymowitz
Title: Secretary
<PAGE>
Appendix A
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The following is a list of all purchases of the Common Stock
of the Issuer effected by EnTrust during the past sixty days. Each listed
transaction was effected through brokers or dealers on the New York Stock
Exchange, Inc.
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
1/7/98 2,600 15.55
1/8/98 75 15.50
1/8/98 130 15.25
1/12/98 6,000 13.98
1/12/98 1,950 13.95
1/13/98 1,000 14.37
1/14/98 2,500 14.52
1/15/98 2,700 14.83
1/15/98 1,000 15.06
1/15/98 50 14.50
1/16/98 2,000 14.98
1/16/98 1,500 15.00
1/23/98 9,500 13.63
1/26/98 10,000 13.57
1/27/98 13,500 13.70
1/29/98 5,700 14.31
1/30/98 4,000 14.59
2/2/98 21,000 14.57
2/2/98 1,000 14.50
2/3/98 4,200 14.46
2/3/98 200 14.25
2/4/98 13,500 14.52
2/5/98 1,800 14.50
2/6/98 290 14.69
2/6/98 15,000 14.60
2/10/98 250 15.06
2/12/98 8,500 14.66
2/12/98 2,450 14.21
2/12/98 540 14.56
2/13/98 1,020 14.75
2/17/98 2,000 14.75
2/17/98 1,000 14.50
2/18/98 10,000 14.81
2/18/98 800 14.50
2/19/98 6,300 14.93
2/20/98 76,500 15.00
2/23/98 3,000 14.75
3/2/98 14,000 14.98
3/3/98 11,300 14.96
3/4/98 2,300 14.99
3/5/98 30,010 15.00
3/6/98 31,500 14.96
3/9/98 36,500 15.07
3/9/98 200 14.94
<PAGE>
The following is a list of all sales of the Common Stock of
the Issuer effected by EnTrust during the past sixty days. Each listed
transaction was effected through brokers or dealers on the New York Stock
Exchange, Inc.
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
3/9/98 2,500 15.00
Included in the foregoing list of purchases are the following
transactions within the past sixty days for the accounts of officers, directors
and principal shareholders of EnTrust.
1. Account of Mark Fife (including members of his immediate family)
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
2/20/98 5,000 15.00
2. Account of Gregg Hymowitz (including members of his immediate family)
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
1/26/98 4,000 13.57
1/27/98 2,500 13.70
1/29/98 700 14.31
2/4/98 250 14,52
2/6/98 2,000 14.60
2/18/98 2,800 14.81
2
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