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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. 3)*
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)
May 6, 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 |_|.
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).
13D
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CUSIP NO. 867910101 PAGE 2 OF 7 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 8 SHARED VOTING POWER
REPORTING
PERSON 1,606,211
WITH -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
2,314,894
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,314,894
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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)
11.91%
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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.
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 $35,612,445.
ITEM 4 PURPOSE OF TRANSACTION
EnTrust, on behalf of its clients, has substantially increased its
position in the Common Stock of the Issuer.
EnTrust remains encouraged by the continuing progress made by the
management of the Issuer. EnTrust is pleased to see the 67% increase in base
business operating earnings in the most recent quarter. EnTrust is also
encouraged by the efforts to broaden and diversify the knowledge of the Board of
Directors with the recent election of Michael N. Hammes. EnTrust believes that
there remains tremendous untapped value for the shareholders of the Issuer and,
therefore, EnTrust's clients.
EnTrust continues 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.
EnTrust urges management to continue to pursue all opportunities and
methods to promote and increase shareholder value including transactions that
may further the maximization of the long term 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 May 6, 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 2,314,894 shares of Common Stock,
representing approximately 11.91% of the outstanding shares of Common
Stock of the Issuer.
Of the shares of Common Stock beneficially owned by EnTrust, 28,300
shares* are for the account of Mark Fife, members of his immediate family
and a foundation controlled by him, 22,000 shares are for the account of
Michael Horowitz and members of his immediate family, and 24,400 shares
are for the account of Gregg Hymowitz and members of his immediate family.
* Schedule 13D filed by EnTrust over-stated by 1,000 the number of
shares for the account of Mark Fife, members of his immediate family
and a foundation controlled by him.
* Amendment Numbers 1 & 2 to Schedule 13D over-stated by 1,000 the
number of shares for the account of Mark Fife, members of his
immediate family and a foundation controlled by him.
(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 since Amendment No. 2 to Schedule
13D filed by EnTrust on April 16, 1998.
(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.
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: May 7, 1998
EnTrust Capital Inc.
/s/ Gregg S. Hymowitz
---------------------------------
Name: Gregg S. Hymowitz
Title: Principal
Appendix A
The following is a list of each purchase of the Common Stock of the
Issuer effected by EnTrust since Amendment No. 2 to Schedule 13D filed by
EnTrust on April 16, 1998. 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
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4/15/98 400 14.625
4/16/98 3,000 14.00
4/17/98 50 13.8125
4/17/98 13,000 13.75
4/20/98 20,000 14.4687
4/21/98 15,200 14.4777
4/21/98 100 14.50
4/22/98 16,800 14.263
4/23/98 25,000 14.48
4/24/98 3,800 14.641
4/27/98 10,900 14.113
4/28/98 1,200 14.3906
4/29/98 17,000 14.6607
4/30/98 70 14.6875
4/30/98 2,400 14.598
4/30/98 23,900 14.625
5/1/98 12,300 14.88
5/4/98 7,300 14.803
5/4/98 75 15.00
5/5/98 9,000 14.43
5/6/98 15,000 14.729
The following is a list of each sale of the Common Stock of the
Issuer effected by EnTrust since Amendment No. 2 to Schedule 13D filed by
EnTrust on April 16, 1998. 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 ($) Price Per Share
- ------------------- -------------------------------- -------------------
4/17/98 2,000 14.00
Included in the foregoing list of purchases are the following
transactions for the accounts of officers, directors and principal shareholders
of EnTrust:
1. Account of Mark Fife:
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
4/30/98 5,000 14.625
2. Account of Michael Horowitz and Spouse:
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
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4/30/98 12,000 14.625
NYFS07...:\56\45256\0001\6822\LST3098R.08B
3. Account of Gregg Hymowitz
Date of Transaction Number of Shares of Common Stock ($) Price Per Share
- ------------------- -------------------------------- -------------------
4/20/98 1,700 14.4687
4/24/98 1,400 14.6414
4/29/98 3,000 14.6607
2