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OMB Number 3235-0145
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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. )*
ENCAD, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
COMMISSION FILE NO. 0-23034
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(CUSIP Number)
RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, INC., 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)
APRIL 8, 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
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CUSIP NO. 0-23034 PAGE 2 OF 8 PAGES
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
FF and WC
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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 a resident of the State of California and a citizen
the United States. All other reporting entities were formed and organized
under and pursuant to the laws of the State of Nevada.
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7 SOLE VOTING POWER
Dito Devcar Corporation - 525,000
Dito Caree, LP - 208,000
NUMBER OF Pickup Charitable Remainder Unitrust II - 25,000
SHARES DRP Charitable Remainder Unitrust - 25,000
BENEFICIALLY TMP Charitable Remainder Unitrust - 25,000
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING NONE
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
(SAME AS ITEM 7 ABOVE)
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SAME AS ITEM 7 ABOVE) TOTAL SHARES OWNED - 808,000
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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)
Dito Devcar Corporation - 4.55%
Dito Caree, LP - 1.80%
TMP Charitable Remainder Unitrust - .22%
Pickup Charitable Remainder Unitrust II - .22%
DRP Charitable Remainder Unitrust - .22%
TOTAL - 7.00%
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14 TYPE OF REPORTING PERSON*
Richard H. Pickup - IN Pickup Charitable Remainder Unitrust II - CO
Dito Devcar Corporation - CO DRP Charitable Remainder Unitrust - CO
Dito Caree, LP - PN TMP Charitable Remainder Unitrust - 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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ITEM 1. SECURITY AND ISSUER
This 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 Schedule 13D is an original filing and is filed by 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 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.
The filing of this Schedule 13D is to disclose the acquisition of
Shares by the reporting entities which, based upon a total of 11,539,400 Shares,
represents over 5% of the issued and outstanding Shares of ENCAD. This Schedule
13D is being filed by the following individuals and entities:
A. Richard H. Pickup ("Mr. Pickup") is an individual whose business
address is 610 Newport Center Drive, Suite 1300, Newport Beach, California
92660. Mr. Pickup beneficially owns no ENCAD Shares and it is not anticipated at
this time that he shall acquire any Shares; however, such acquisition cannot be
ruled out in the future, for either the short term or the long term. Although
Mr. Pickup does not own any ENCAD Shares, he is deemed to control or represent a
beneficiary of the other filing persons herein.
B. Dito Caree, LP ("Caree") is a Nevada limited partnership which
currently owns 208,000 Shares. Caree was organized to transact business as a
limited partnership within the State of Nevada and its mailing address is 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The current General
Partner of Caree is Gamebusters, Inc., a Nevada corporation, whose business
address is 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109, with
the officers being David G. Hehn, as President and Secretary/Treasurer, and the
directors being David B. Hehn and Richard H. Pickup.
C. Dito Devcar Corporation ("Devcar") is a Nevada corporation which
currently owns 525,000 Shares. Devcar was organized to transact business as a
corporation within the State of Nevada and its mailing address is 3753 Howard
Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The current officers and
directors of Devcar are David B. Hehn and Richard H. Pickup. Mr. Pickup controls
a substantial number of Devcar Shares.
D. Pickup Charitable Remainder Unitrust II ("Pickup Trust") is a
charitable unitrust which currently owns 25,000 Shares. The Pickup Trust was
established pursuant to the laws of the State of Nevada and its mailing address
id 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The Trustee
of the Pickup Trust is Richard H. Pickup.
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E. DRP Charitable Remainder Unitrust ("DRP Trust") is a charitable
unitrust which currently owns 25,000 Shares. The DRP Trust was established
pursuant to the laws of the State of Nevada and its mailing address is 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The Trustee of the
Pickup Trust is designated by Richard H. Pickup.
F. TMP Charitable Remainder Unitrust ("TMP Trust") is a charitable
unitrust which currently owns 25,000 Shares. The TMP Trust was established
pursuant to the laws of the State of Nevada and its mailing address is 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109. The Trustee of the
Pickup Trust is designated by Richard H. Pickup.
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 Richard H. 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 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 Schedule 13D
involves the acquisition by certain of the reporting entities of Shares of
ENCAD, which acquisitions have resulted in the reporting entities, as a
"group," holding more than 5% of all of the issued and outstanding Shares of
ENCAD.
Prior to February 1, 1998, each of the reporting entities (excepting
Mr. Pickup, who had acquired no Shares) had acquired and held 334,000 Shares.
From and after February 1, 1998 (commencing on February 20, 1998), the
reporting entities acquired an additional 474,000 Shares, resulting in a total
of Shares held by all reporting entities as of the date of filing this Schedule
13D of 808,000 Shares. Those Shares acquired by each of the reporting entities
from and after February 1, 1998 are as detailed and disclosed in Item 5
hereinbelow.
All Shares acquired by the reporting entities were acquired in open
market brokered transactions, with those Shares acquired since February 1, 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
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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;
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.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
As of the date of this filing, the filing persons as a group own 808,000
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 would 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. Since February 1, 1998, Caree has engaged in the following
transactions:
(All Buys)
<TABLE>
<CAPTION>
DATE OF SHARES PRICE TOTAL CONSID-
TRANSACTION ACQUIRED PER SHARE ERATION PAID
- ----------- -------- --------- -------------
<S> <C> <C> <C>
3/08/98 12,000 $22.63830 $ 271,659.55
3/06/98 11,000 22.00762 242,983.85
3/09/98 51,000 21.30128 1,086,365.10
3/11/98 20,000 19.73268 394,653.55
3/12/98 10,000 19.44286 194,428.55
Total Shares Acquired: 104,000
</TABLE>
C. Devcar currently owns 525,000 Shares of ENCAD. Devcar's holdings of
525,000 Shares would represent approximately 4.55% of all outstanding Shares.
The percentage of Devcar's Shares are based upon a total of 11,539,400 Shares
of Common Stock. Since February 1, 1998, Devcar has engaged in the following
transactions:
(All Buys)
<TABLE>
<CAPTION>
DATE OF SHARES PRICE TOTAL CONSID-
TRANSACTION ACQUIRED PER SHARE ERATION PAID
- ----------- -------- --------- -------------
<S> <C> <C> <C>
2/20/98 10,000 $23.03036 $ 230,303.55
2/23/98 2,600 23.04137 59,907.55
3/03/98 10,000 23.28036 232,803.55
3/05/98 17,400 22.63820 393,904.75
3/16/98 20,000 17.02018 340,403.55
3/17/98 30,000 13.32672 399,801.55
3/19/98 10,600 12.65533 134,146.55
3/23/98 25,000 12.81014 320,253.55
3/24/98 40,000 12.71309 508,623.55
3/25/98 19,000 12.68444 241,004.45
3/26/98 25,000 12.67264 318,816.05
3/27/98 30,000 12.54092 376,227.55
4/02/98 30,000 12.68262 380,478.55
4/03/98 20,400 12.67642 258,599.05
4/07/98 15,000 11.27020 169,053.00
4/08/98 10,000 12.02000 120,200.00
Total Shared Acquired: 315,000
</TABLE>
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D. The Pickup Trust currently owns 25,000 Shares of ENCAD. The
Pickup Trust's holdings of 25,000 Shares would 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. Since February 1, 1998, the
Pickup Trust has engaged in the following transaction:
(One Buy)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
----------- -------- --------- ------------------
<S> <C> <C> <C>
4/06/98 25,000 $12.31184 $307,796.05
Total Shares Acquired: 25,000
</TABLE>
E. The DRP Trust currently owns 25,000 Shares of ENCAD. The DRP
Trust's holdings of 25,000 Shares would 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. Since February 1, 1998, the DRP
Trust has engaged in the following transaction:
(One Buy)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
----------- -------- --------- ------------------
<S> <C> <C> <C>
4/06/98 15,000 $12.32170 $184,825.50
Total Shares Acquired: 15,000
</TABLE>
F. The TMP Trust currently owns 25,000 Shares of ENCAD. The TMP
Trust's holdings of 25,000 Shares would represent approximately .22% of all
outstanding Shares. The percentage of TMP Trust's Shares are based upon a total
of 11,539,400 Shares of Common Stock. Since February 1, 1998, the TMP Trust has
engaged in the following transactions:
(Both Buys)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
----------- -------- --------- ------------------
<S> <C> <C> <C>
4/03/98 7,000 $12.66551 $88,658.55
4/06/98 8,000 12.33214 96,657.15
Total Shares Acquired: 15,000
</TABLE>
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.
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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: April 8, 1998 DITO CAREE, LP. a Nevada
limited partnership
By: GAMEBUSTERS, INC.,
a Nevada corporation
Its General Partner
By:
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David B. Hehn, President
/s/ RICHARD H. PICKUP
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Richard H. Pickup
An individual
DITO DEVCAR CORPORATION
By:
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David B. Hehn, President
PICKUP CHARITABLE REMAINDER
UNITRUST II
By: /s/ RICHARD H. PICKUP
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Richard H. Pickup, Trustee
DRP CHARITABLE REMAINDER
UNITRUST
By: /s/ RICHARD H. PICKUP
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Richard H. Pickup, Trustee
TMP CHARITABLE REMAINDER
UNITRUST
By: /s/ RICHARD H. PICKUP
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Richard H. Pickup, Trustee
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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: April 8, 1998 DITO CAREE, LP. a Nevada
limited partnership
By: GAMEBUSTERS, INC.,
a Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
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David B. Hehn, President
--------------------------------
Richard H. Pickup
An individual
DITO DEVCAR CORPORATION
By: /s/ DAVID B. HEHN
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David B. Hehn, President
PICKUP CHARITABLE REMAINDER
UNITRUST II
By:
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Richard H. Pickup, Trustee
DRP CHARITABLE REMAINDER
UNITRUST
By:
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Richard H. Pickup, Trustee
TMP CHARITABLE REMAINDER
UNITRUST
By:
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Richard H. Pickup, Trustee
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