<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
==================
Amendment No. 1
to
Schedule 13E-4
==================
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
==================
SUNRISE PRESCHOOLS, INC.
------------------------
(Name of Issuer)
SUNRISE PRESCHOOLS, INC.
------------------------
(Name of Person(s) Filing Statement)
Common Stock Purchase Warrants
-----------------------------------------
(Title of Class of Securities)
867693 10 3
----------------------------------
(CUSIP Number of Class of Securities)
Mr. James R. Evans
SUNRISE PRESCHOOLS, INC.
9128 E. San Salvador Drive, # 200
Scottsdale, Arizona 85258
(602) 860-1611
-Copy to-
Christopher D. Johnson, Esq.
Squire, Sanders & Dempsey
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
--------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
October 4, 1995
--------------------------------------
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE> 2
Response to Instruction D
- -------------------------
The tender offer of Sunrise Preschools, Inc. (the "Company") expired
as of the close of business on Monday, November 6, 1995. Of the 62,500 Common
Stock Purchase Warrants ("Warrants") outstanding upon commencement of the
tender offer and eligible to be exercised, 47,074 were tendered for exercise at
the reduced exercise price of $1.00 per Warrant. The Company accepted for
exercise all validly tendered Warrants. Gross proceeds to the Company of such
Warrant exercises were $47,074.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 17, 1995.
SUNRISE PRESCHOOLS, INC.
By /s/ James R. Evans
-----------------------------
James R. Evans, President
2
