<PAGE> 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).
<PAGE> 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
<PAGE> 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
<PAGE> 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-
<PAGE> 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)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
----------- -------- --------- ------------------
<S> <C> <C> <C>
6/15/98 316,500 $8-3/16 $2,789,550.00
6/17/98 8,500 9-1/4 78,625.00
</TABLE>
Total Shares Acquired subsequent to April 8, 1998: 325,000
-5-
<PAGE> 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-
<PAGE> 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-
