Epicor Software Corporation
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

EPICOR SOFTWARE CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

COMMISSION FILE NO. 0-20740

(CUSIP Number)

RICHARD H. PICKUP, 2321 ALCOVA RIDGE DR., LAS VEGAS, NEVADA 89134 — (702) 240-5100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Feb. 10, 2005

(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).

 

         
CUSIP NO. 0-23034 SCHEDULE 13D
                 
1   NAME OF REPORTING PERSON       Richard H. Pickup, an individual - #571-34-7386
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DRP Charitable Remainder Unitrust - #88-6055771
TMP Charitable Remainder Unitrust - #88-6055770
Pickup Family Trust - #571-34-7386
Dito Devcar Corporation, a Nevada corporation - #88-0294385
TB Fund, LLC, a Nevada limited liability company - #88-0483391
Plus Four Equity Partners, LP, a Nevada Limited Partnership - #88-0499778
TD Investments, LLC - #86-0370064
Dito Caree, LP - #88-0302506
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)    [X]
       
(b)    [   ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*

FF 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 Nevada 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.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

  7 SOLE VOTING POWER
Richard H. Pickup - 25,000
Dito Devcar Corporation - 1,100,000
Pickup Family Trust - 1,008,400
TB Fund, LLC - 250,700
DRP Charitable Remainder Unitrust - 75,000
TMP Charitable Remainder Unitrust - 76,500
Plus Four Equity Partners, LP - 150,000
TD Investments, LLC - 150,000
Dito Caree, LP - 50,000
  8 SHARED VOTING POWER

NONE
  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 - 2,885,600
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  [   ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Richard H. Pickup - 0.05%
Dito Devcar Corporation - 2.15%
Pickup Family Trust - 1.96%
TB Fund, LLC - 0.49%
TMP Charitable Remainder Unitrust - 0.15%
DRP Charitable Remainder Unitrust - 0.15%
Plus Four Equity Partners, LP - 0.29%
TD Investments, LLC - 0.29%
Dito Caree, LP - 0.10%
TOTAL - 5.63%
14 TYPE OF REPORTING PERSON*
Richard H. Pickup - IN                                DRP Charitable Remainder Unitrust - CO
Dito Devcar Corporation - CO                    TMP Charitable Remainder Unitrust - CO
Pickup Family Trust - CO                           TD Investments, LLC - CO
Plus Four Equity Partners, LP - PN             Dito Caree, LP - PN
TB Fund LLC - CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7

 

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: 2/10/05 /s/ RICHARD H. PICKUP
 
Richard H. Pickup
An individual
 
     
     
  DITO DEVCAR CORPORATION
     
  By: /s/ RICHARD H. PICKUP
   
Richard H. Pickup, President
   
     
   
  PICKUP FAMILY TRUST
     
  By: /s/ RICHARD H. PICKUP
   
Richard H. Pickup, Trustee
   
     
     
  TB FUND, LLC. A limited liability company
     
  By: /s/ RICHARD H. PICKUP
   
Richard H. Pickup, Manager
   
     
     
  DITO CAREE, LP. A Nevada limited partnership
By: GAMEBUSTERS, INC. A Nevada corporation
Its: General Partner
     
  By: /s/ JOSEPH W. MOODY
   
Joseph W. Moody, President
   
     
     
  TD INVESTMENTS, LLC. A Nevada limited liability company
     
  By: /s/ JOSEPH W. MOODY
   
Joseph W. Moody, President

-3-

 

     
  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
   
   
     
     
  PLUS FOUR EQUITY PARTNERS
LIMITED PARTNERSHIP
A NEVADA LIMITED PARTNERSHIP
     
  By: PLUS FOUR MANAGEMENT, LLC
A NEVADA LIMITED LIABILITY COMPANY
ITS: SOLE PARTNER
 
  By: /s/ TODD M. PICKUP
   
Todd M. Pickup, Manager
   
 
  By: /s/ JOSEPH W. MOODY
   
Joseph W. Moody, Manager
   



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