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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. 2)*
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)
FEBRUARY 12, 1999
- --------------------------------------------------------------------------------
(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. 2
CUSIP No. 0-23034 Page 2 of 8 Pages
--------------------- -------- --------
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard H. Pickup, an individual - ####-##-####
Pickup Family Trust - #33-6123575
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
TD Investments, LLC, a Nevada limited liability company - #88-0370064
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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*
PF 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 of 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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NUMBER OF (7) SOLE VOTING POWER
SHARES Dito Devcar Corporation - 1,060,000
Dito Caree, LP - 208,000 TD Investments, LLC - 50,000
BENEFICIALLY Pickup Charitable Remainder Unitrust II - 25,000
DRP Charitable Remainder Unitrust - 50,000
OWNED BY TMP Charitable Remainder Unitrust - 50,000
Pickup Family Trust - 112,000
EACH --------------------------------------------------------
(8) SHARED VOTING POWER
REPORTING
NONE
PERSON WITH --------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
(SAME AS ITEM 7 ABOVE)
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SAME AS ITEM 7 ABOVE) TOTAL SHARES OWNED - 1,555,000
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(12) CHECK BOX IF 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 - 9.16% Dito Caree, LP - 1.79%
TMP Charitable Remainder Unitrust - .43%
Pickup Charitable Remainder Unitrust II - .21%
TD Investments, LLC - .43%
Pickup Family Trust - .97%
DRP Charitable Remainder Unitrust - .43% TOTAL - 13.44%
---------------------------------------------------------------------
(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 Pickup Family Trust - CO
TMP Charitable Remainder Unitrust - CO TD Investments, LLC - CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE> 3
AMENDMENT NO. 3 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement represents Amendment No. 3 to an original Schedule 13D,
dated April 8, 1998 ("Schedule 13D") and two Amendments thereto as previously
filed and relates to shares of common stock ("Shares") of Encad, Inc., a
Delaware corporation ("ENCD"), whose principal executive offices are located at
6059 Cornerstone Court West, San Diego, CA 92121.
ITEM 2. IDENTITY AND BACKGROUND
A. This Amendment is being filed as Amendment No. 3 to the Schedule
13D, dated April 8, 1998 and additional Amendments thereto, and is filed to
represent a "year end" report to disclose additional acquisitions of shares by
certain members of the "Group," which members have been previously identified,
and to disclose an additional entity who shall be acknowledged as being a member
of the "Group," all of whom are shareholders of ENCD.
B. Members of the Group, as previously identified in the Schedule 13D,
are as follows:
(1) Dito Devcar Corporation, a Nevada corporation ("Dito")
which has been previously identified in the Schedule 13D and the Amendments
previously filed. Dito currently owns of record and beneficially 1,060,000
Shares. The acquisition of Shares by Dito during the past sixty (60) days are as
reported in Item 5 hereinbelow.
(2) Dito Caree, L.P. ("Caree") is a Nevada limited partnership
and is identified in the Schedule 13D and subsequent Amendments thereto. Caree
owns of record and beneficially 208,000 Shares. Acquisition of shares by Caree
during the past sixty (60) days are as reported in Item 5 hereinbelow.
(3) The Pickup Family Trust ("Family Trust") is as identified
in Schedule 13D and amendments thereto. The Family Trust currently holds 112,000
Shares of ENCD. The Family Trust has acquired no shares during the past sixty
(60) days.
(4) DRP Charitable Unitrust ("DRP Trust") is a charitable
trust as identified in Schedule 13D and Amendments thereto. The DRP Trust owns
of record 50,000 Shares. The DRP Trust has acquired no additional Shares during
the past sixty (60) days.
(5) TMP Charitable Unitrust ("TMP") is a charitable trust as
identified in Schedule 13D and Amendments thereto. TMP Trust owns of record
50,000 Shares. TMP Unitrust has acquired 25,000 Shares during the past sixty
(60) days as reported in Item 5 hereinbelow.
(6) Pickup Charitable Remainder Unitrust II ("Trust II") is a
charitable trust as identified in Schedule 13D and the Amendments thereto. The
Trust II owns of record and beneficially 25,000 shares. Trust II has acquired no
shares within the past sixty (60) days.
(7) TD Investments ("TD") is a Nevada limited liability
company as to which Mr. David B. Hehn is the President, Secretary and Treasurer.
TD maintains its offices for the transaction of business at 3753 Howard Hughes
Parkway, Suite 200, Las Vegas, Nevada 89109. The members of TD are certain of
the trusts identified herein, which trusts are, directly or indirectly,
influenced or controlled by Mr. Pickup and therefore that entity is being
included as a member of the "group" as previously defined in Schedule 13D and
the amendments thereto. TD Investment currently holds 50,000 shares, none of
which have been acquired within the past 60 days.
(8) Mr. Richard H. Pickup, an individual, does, as previously
disclosed, exercise certain direct or indirect control over certain of the
reporting entities herein. However, he personally,
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neither beneficially nor of record, owns any Shares. Since it is acknowledged
that Mr. Pickup does effectively directly or indirectly exercise control over
certain of the reporting entities disclosed in this filing, Mr. Pickup is also
filing as a reporting person.
Subsequent to this Amendment, two of the trusts, the DRP Charitable
Trust and the TMP Charitable Trust, changed their Trustees. The Trustee of both
trusts is now Mr. Dennis W. Harwood who has replaced Mr. Richard H. Pickup as
Trustee of those trusts. Mr. Harwood has acted, from time to time, as attorney
and legal advisor to Mr. Pickup and various of the reporting entities, and,
although Mr. Pickup no longer is the Trustee of said trusts, by reason of the
relationship between the entities and the fact that members of Mr. Pickup's
family are beneficiaries of said trusts (together with various charitable
entities), those two entities will continue to be reporting entities as members
of the group.
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 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. Further, none of the officers or directors of the
Corporations nor the general partner of the Partnerships identified herein, nor
any of the Trustees or any of the Trusts identified herein, nor manager or
officers of any limited liability company identified herein have at any time
been convicted in any criminal proceeding or have been a party to any of those
proceedings specified in subparagraph (2) hereinabove.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As has been reported in the Schedule 13D and Amendments thereto, the
source of all funds used in acquiring Shares by each of the filing persons
represents either personal funds of Mr. Pickup, which were originally
contributed to the Trusts or the Partnerships, or represents working capital of
those entities. No funds used by any of the reporting persons in acquiring any
of the Shares were borrowed and all Shares which were acquired by each of the
reporting entities were purchased through licensed broker dealers in open market
transactions, and sales were made through licensed broker dealers in open market
transactions. Details concerning acquisitions or sales of Shares during the past
sixty (60) days by each of the filing persons is as detailed and specified in
Item 5 hereinbelow.
ITEM 4. PURPOSE OF TRANSACTION
Each of the filing persons has purchased Shares of ENCD for investment
purposes only.
Those alternatives available to the filing persons in connection with
ENCD securities include the making of further acquisitions of Shares from one or
more sellers, either through open market purchases or in privately negotiated
transaction, and disposing of all or any portion of the Shares of ENCD 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 nor Mr. Richard H. Pickup has any present plans in connection with any
persons nor Mr. Richard H. Pickup has any present plans in connection with any
of the foregoing, however, none of the foregoing actions nor any of the
following described actions by any of the filing persons or Mr.
Richard H. Pickup can be ruled out in the future for either the short or long
term.
Further, none of the filing persons or Mr. Pickup has any present plans
or proposals which may relate to or result in:
A. The acquisition or disposition by any reporting person of any
additional securities of the issuer 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.
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D. A change in the present board of directors or management of the
issuer, including any plans or proposals to change the number 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.
J. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The interest in the securities of ENCD held by each of the filing and
reporting persons is as reported below. It is to be noted that the percentage of
interest holdings is based upon ENCD's most recent Securities and Exchange
Commission filing of its Form 10-Q as filed September 30, 1998. Said filing
reported that there were 11,509,087 shares outstanding as of November 13, 1998.
Based upon the total number of 11,509,087 shares of ENCD outstanding,
the interest in the securities held by each of the reporting person is:
A. Dito Devcar Corporation is the beneficial and record owner 1,060,000
Shares. The Corporation's holdings of Shares constitute approximately 9.21% all
of the outstanding ENCD Shares based upon 11,509,087 shares outstanding.
B. Pickup Family Trust is the beneficial and record holder of 112,000
Shares of ENCD Shares, which Shares constitute approximately 0.97% of the
outstanding Shares of common stock of ENCD based upon 11,509,087 shares
outstanding.
C. DRP Charitable Unitrust is the beneficial and record holder of
50,000 Shares of ENCD Shares, which Shares constitute approximately .43% of the
outstanding Shares of common stock of ENCD based upon 11,509,087 shares
outstanding.
D. TMP Charitable Unitrust is the beneficial and record holder of
50,000 Shares of ENCD Shares, which Shares constitute approximately .43% of the
outstanding Shares of common stock of ENCD based upon 11,509,087 shares
outstanding.
E. Pickup Charitable Remainder Unitrust II is the beneficial and record
holder of 25,000 Shares of ENCD Shares, which Shares constitute approximately
.21% of the outstanding Shares of common stock of ENCD based upon 11,509,087
shares outstanding.
F. TD Investment is the beneficial and record holder of 50,000 Shares
of ENCD Shares, which Shares constitute approximately .43% of the outstanding
Shares of common stock of ENCD based upon 11,509,087 shares outstanding.
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<PAGE> 6
G. Dito Caree, L.P. is the beneficial and record holder of 208,000
Shares of ENCD Shares, which Shares constitute approximately 1.80% of the
outstanding Shares of common stock of ENCD based upon 11,509,087 shares
outstanding.
H. As noted above, Mr. Richard Pickup owns no Shares of ENCD
beneficially or of record.
All of the reporting persons currently hold a combined total of
1,555,000 Shares of ENCD or 13.5% of all Shares of ENCD based on 11,509,087
Shares of outstanding Shares of common stock.
In addition to the stock dividend reported above, the following
reported entities did engage in transactions involving ENCD securities within
the last sixty days.
DITO DEVCAR CORPORATION
(Purchase Transactions)
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
<S> <C> <C> <C>
12/30/98 20,000 3.5826 $71,653
01/05/99 10,000 3.6178 36,178
01/06/99 10,000 3.5928 35,928
01/12/99 2,000 3.6533 7,538
02/02/98 10,000 3.6533 36,553
Total Acquisition: 52,000
</TABLE>
DRP CRUT
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
<S> <C> <C> <C>
12/22/98 17,500 3.8425 $67,243
12/29/98 7,500 3.7950 28,462
Total Acquisition: 25,000
</TABLE>
TMP CRUT
<TABLE>
<CAPTION>
Date of Shares Price Total
Transaction Acquired Per Share Consideration Paid
<S> <C> <C> <C>
12/24/98 20,000 3.7557 15,103
12/29/98 5,000 3.795 18,973
Total Acquisition: 25,000
</TABLE>
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 ENCD between any of the reporting persons disclosed
herein or Mr. Richard H. Pickup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable as to the reporting persons, no exhibits are being
filed.
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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: February 15, 1999 DITO DEVCAR CORPORATION
A Nevada corporation
By: /s/ DAVID B. HEHN
-------------------------------
DAVID B. HEHN, President
DITO CAREE, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
A Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
-------------------------------
DAVID B. HEHN, President
DITO DEVCAR, L.P.
A Nevada limited partnership
By: Gamebusters, Inc.,
A Nevada corporation
Its General Partner
By: /s/ DAVID B. HEHN
-------------------------------
DAVID B. HEHN, President
THE PICKUP FAMILY TRUST UNDER
DECLARATION OF TRUST,
Dated January 5, 1989
By: /s/ RICHARD H. PICKUP
-------------------------------
RICHARD H. PICKUP, Trustee
[SIGNATURES CONTINUE ON NEXT PAGE]
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DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
-------------------------------
DENNIS HARWOOD, Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
-------------------------------
DENNIS HARWOOD, Trustee
PICKUP CHARITABLE REMAINDER
TRUST II
By: /s/ RICHARD H. PICKUP
-------------------------------
RICHARD H. PICKUP, Trustee
TD INVESTMENTS, LLC,
A Nevada limited liability company
By: /s/ DAVID B. HEHN
-------------------------------
DAVID B. HEHN, President
/s/ RICHARD H. PICKUP
-------------------------------
RICHARD H. PICKUP
An Individual
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