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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. 4)
Sunrise Preschools, Inc.
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(Name of Issuer)
Common Stock ($.01 Par Value)
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(Title of Class of Securities)
867693103
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(CUSIP Number)
Michael J. Connelly,
c/o Lepercq Capital Management, Inc.
1675 Broadway,
16th Floor,
New York, New York 10019
(212) 698-0700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 1995
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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 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
CUSIP NO. 867693103 PAGE 2 OF 10 PAGES
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(1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
LN Investment Capital Limited Partnership
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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*
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
Delaware
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(7) SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------
SHARES BENE- (8) SHARED VOTING POWER
FICIALLY 605,017
OWNED BY ---------------------------------------------------------
EACH REPORT- (9) SOLE DISPOSITIVE POWER
ING PERSON 0
WITH ---------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
605,017
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
605,017
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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)
18.7%
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(14) TYPE OF REPORTING PERSON*
PN
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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.
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3
SCHEDULE 13D
CUSIP NO. 867693103 PAGE 3 OF 10 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Connelly
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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*
AF
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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
United States
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NUMBER OF (7) SOLE VOTING POWER 0
SHARES BENE-
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FICIALLY (8) SHARED VOTING POWER 1,040,055
OWNED BY
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EACH REPORT- (9) SOLE DISPOSITIVE POWER 0
ING PERSON
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WITH (10) SHARED DISPOSITIVE POWER 1,040,055
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,040,055
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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)
30.3%
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(14) TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 867693103 PAGE 4 OF 10 PAGES
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(1) Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Lepercq Investment Limited Partnership-II
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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
WC
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(5) Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) N/A / /
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(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power 0
Shares Bene-
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ficially (8) Shared Voting Power 435,038
Owned by
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Each Report- (9) Sole Dispositive Power 0
ing Person
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With (10) Shared Dispositive Power 435,038
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 435,038
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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)
13.8%
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(14) Type of Reporting Person
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 867693103 Page 5 of 10 pages
NOTE: This Amendment No. 4 supplements Items 1, 2, 3, 4, 5, 6 and 7 of the
Statement dated April, 13, 1990, Amendment No. 1 thereto dated May 17, 1990,
Amendment No. 2 thereto dated November 27, 1991 and Amendment No. 3 thereto
dated January 1, 1993 (together, the "Statement") filed by (i) LN Investment
Capital Limited Partnership, a Delaware limited partnership ("LNIC"), (ii)
Lepercq Investment Limited Partnership-II, a Delaware limited partnership
("LIP-II"), (iii) LN Investment Capital Limited Partnership-II, a Delaware
limited partnership ("LNIC-II"), and (iv) Michael J. Connelly ("Connelly"), with
respect to the common stock, $.01 par value (the "Common Stock"), of Sunrise
Preschools, Inc., a Delaware corporation. LNIC and LIP-II are hereinafter
referred to as the "Surviving Reporting Partnerships." Information contained in
this Amendment No. 4 reflects a decrease in the surviving Reporting
Partnerships' ownership of Common Stock resulting from open market sales
pursuant to an S-3 Registration.
Item 1. Security and Issuer.
The title of the class of equity securities to which this Amendment No.
4 and the Statement relate is the Common Stock of Sunrise Preschools, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 9128 East San Salvador Drive, Scottsdale, Arizona 85258.
Item 2. Identity and Background.
This Amendment No. 4 and the Statement to which it relates are filed on
behalf of each of the Surviving Reporting Partnerships and Connelly.
Each of the Surviving Reporting Partnerships is organized under the
laws of the State of Delaware. The principal business of each of the Surviving
Reporting Partnerships is the acquisition and holding of securities for
investment and the production of income. The principal business office of each
of the Surviving Reporting Partnerships is located at 1675 Broadway, New York,
New York 10019. The general partners of each of the Surviving Reporting
Partnerships are (i) Connelly and (ii) LN General Partners, a New York
partnership ("LNGP"); LNGP and Connelly are hereinafter referred to collectively
as the "General Partners"). Connelly is the managing general partner of LNGP and
of each of the Surviving Reporting Partnerships.
Connelly's business address is 1675 Broadway, New York, New York 10019.
Connelly's present principal occupation of employment is President of Lepercq
Capital Management Incorporated, a Delaware corporation ("LCM"). The principal
business of LCM is to manage the investment and income producing activities of
the Surviving Reporting Partnerships and to provide management and consulting
services to companies in which the Reporting Partnerships have made investments.
Connelly is a citizen of the United States.
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CUSIP NO. 867693103 Page 6 of 10 pages
LNGP was organized under the laws of the State of New York and its
business and principal offices are located at 1675 Broadway, New York, New York
10019. The principal business of LNGP is to hold its general partnership
interest in the Surviving Reporting Partnerships.
During the last five years, none of Connelly, LNGP, either of the
Surviving Reporting Partnerships nor LNIC-II has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
On April 6th, 1995, LNIC and LIP-II exercised warrants to purchase
291,450 and 208,550 shares, respectively, of common stock of the Company. The
exercise price was $1 per share. LNIC funded its purchase out of cash reserves
on hand. In addition, LNIC provided a loan of $208,550 to LIP-II, so that LIP-II
could fund its purchase.
Item 4. Purposes of the Transaction.
The General Partners determined to effect the sale of securities to
recognize capital gains on their holdings of Common Stock.
The Surviving Reporting Partnerships intend to continue to review their
investments in the Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including, but not limited
to, general economic and business conditions and money market and stock market
conditions, the Surviving Reporting Partnerships may determine to increase or
decrease their respective investments in the Company by acquiring additional
Common Stock or other equity securities of the Company, or by disposing of all
or a portion of the Common Stock, Series B Preferred Stock, or other equity
securities of the Company that they may own.
None of LNGP, Connelly nor either of the Surviving Reporting
Partnerships has any present plans or proposals which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
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CUSIP NO. 867693103 Page 7 of 10 pages
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, LNIC beneficially owns, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, (the "Act"), 605,017
shares of Common Stock, constituting, to the best of the knowledge of LNIC,
18.7% of the issued and outstanding shares of Common Stock (such amount includes
291,450 shares of Common Stock issuable upon the conversion of Series B
Preferred Stock).
As of the date hereof, LIP-II beneficially owns, for purposes of Rule
13d-3 under the Act, 435,038 shares of Common Stock, constituting, to the best
knowledge of LIP-II, 13.8% of the issued and outstanding shares of Common Stock
(such amount includes 208,550 shares of Common Stock issuable upon the
conversion of Series B Preferred Stock.)
Connelly, as managing general partner of LNGP and the Surviving
Reporting Partnerships, may be deemed to have beneficial ownership of the shares
of Common Stock beneficially owned by the Surviving Reporting Partnerships.
As of the date hereof, the Surviving Reporting Partnerships and
Connelly, constituting a "group" within the meaning of Section 13(d) (3) of the
Act, collectively own 1,040,055 shares of Common Stock, constituting, to the
best of the knowledge of the members of the group, approximately 30.3% of the
issued and outstanding shares of Common Stock (such amount includes 500,000
shares of Common Stock issuable upon the conversion of Series B Preferred
Stock). Each of the members of the group and LNGP disclaims beneficial ownership
of the shares of Common Stock which are not owned directly by such person.
(b) The Surviving Reporting Partnerships and Connelly, as the
managing general partner of the Surviving Reporting Partnerships, have the
shared power to vote and dispose of the shares of Series B Preferred Stock and
Common Stock owned by the Surviving Reporting Partnerships.
(c) Over the past 60 days LNIC sold 12000, 6000, 1800, and 9000
shares of Common stock on November 30th, December 8th, 13th and 20th,
respectively. LIP-II sold 8000, 4000, 1200, and 6000 shares of Common Stock on
November 30th, December 8th, 13th and 20th, respectively.
Prior thereto, but subsequent to amendment No. 3, LNIC sold
3000, 3000, 6900 and 1500 shares of Common Stock on October 2nd, 13th, 26th and
30th, respectively. On these same dates, LIP-II sold 2000, 2000, 4600 and 1000
shares of Common Stock, respectively.
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 867693103 Page 8 of 10 pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as set forth in Exhibit 9 to this Amendment No. 4, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among LNGP, Connelly, the Surviving Reporting Partnerships and any other person
with respect to any securities of the Company including but not limited to
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 9. Joint Filing Agreement dated as of
January 30, 1996 by and among LNIC, LIP-II
and Connelly.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 is true, complete
and correct.
Dated: January 30, 1996
LN INVESTMENT CAPITAL LIMITED
PARTNERSHIP
By /s/ Michael J. Connelly
---------------------------
Michael J. Connelly,
Managing General Partner
LEPERCQ INVESTMENT LIMITED
PARTNERSHIP-II
By: /s/ Michael J. Connelly
---------------------------
Michael J. Connelly
Managing General Partner
By: /s/ Michael J. Connelly
---------------------------
Michael J. Connelly
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CUSIP NO. 867693103 Page 9 of 10 pages
INDEX TO EXHIBITS
Exhibit Description Page
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9 Joint Filing Agreement dated as of 10
January 30, 1996 by and among
LNIC, LIP-II and Connelly
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CUSIP NO. 867693103 Page 10 of 10 pages
JOINT FILING AGREEMENT
The undersigned agree that the Amendment No. 4 to the Statement on
Schedule 13D to which this Agreement is attached and any amendments thereto are
filed on behalf of each one of them.
Date: January 30, 1996
LN INVESTMENT CAPITAL
LIMITED PARTNERSHIP
By: /s/ Michael J. Connelly
-----------------------
Michael J. Connelly,
Managing General Partner
LEPERCQ INVESTMENT LIMITED
PARTNERSHIP-II
By: /s/ Michael J. Connelly
-----------------------
Michael J. Connelly,
Managing General Partner
/s/ Michael J. Connelly
-----------------------
Michael J. Connelly
