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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SunRiver Corporation (1)
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class of Securities)
867938102
(CUSIP Number)
Jeffrey K. Moore
Boundless Technologies
Echelon IV, Suite 200, 9430 Research Boulevard,
Austin, Texas 78759-6543
(512) 349-5872
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 29, 1996
(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 13-d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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.
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(1) SunRiver Corporation was known as All-Quotes, Inc. at the time of the
filing of the original Schedule 13D.
Page 1 of 6 Pages<PAGE>
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SCHEDULE 13D/A
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CUSIP No. 867938102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunRiver Group, Inc.
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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*
00
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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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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
30,614,084
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
30,614,084
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,614,084
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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)
58.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
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This statement on Schedule 13D, as, amended, is filed jointly by
SunRiver Group, Inc. ("SunRiver Group") and Stephen Maysonave relating to their
beneficial ownership of the common stock, $.01 par value ("Common Stock"), of
SunRiver Corporation (the "Issuer").
Item 2. Identity and Background
On October 23, 1996, the Board of Directors of SunRiver Group
authorized the execution of a one-year financial advisory agreement between
SunRiver Group and Mr. William Moore. Pursuant to the terms of such agreement,
Mr. Moore has agreed to be available for and to provide financial advice and
consultation to SunRiver Group as SunRiver Group shall request.
Item 4. Purpose of Transaction
SunRiver Group has been dissatisfied with the performance of the
Issuer over the last several months and has expressed its dissatisfaction
with members of the Issuer's management. On October 23, 1996, at the request
of the Issuer, representatives of SunRiver Group met with the Board of
Directors of the Issuer, the Board of Directors of TradeWave Corporation
("TW"), a wholly-owned subsidiary of the Issuer, and certain non-director
managers of the Issuer. The Board of Directors of the Issuer requested that
SunRiver Group inform the Board as to SunRiver Group's desires with respect
to the constitution of the Issuer's Board of Directors and management of the
Issuer and TW. In response to the Board's request, SunRiver Group
representatives informed the Issuer that it (i) had lost confidence in
Gerald Youngblood, the Chairman of the Board of Directors and a
director of the Issuer, and believed that it was in the best interests of the
shareholders of the Issuer for Mr. Youngblood to resign, (ii) desired to
increase the Issuer's Board of Directors to six members and to have the
Board appoint Mr. Stephen Maysonave and Mr. Leonard Mackenzie to fill the
vacancies and (iii) reserved all rights to take any future action
regarding the composition or size of the Board or taking any other action
to implement its desired action. The Board of Directors of the Issuer
informed SunRiver Group that it would respond to such recommendations within
a few days. The Board of Directors of SunRiver Group authorized action to
be taken in the event that SunRiver Group deemed is necessary to implement
these actions, including the delivery to the Issuer of written consents.
On October 28, 1996, representatives of management of the Issuer and
TW and their counsel had a telephone conversation with Jeffrey Moore, the
President of SunRiver Group, and SunRiver Group's counsel during which counsel
for management outlined two alternatives that management was willing to
consider. The first alternative was for SunRiver Group to dissolve
immediately, members of SunRiver Group to cease interfering with
management and for SunRiver Group to distribute its shares of the Issuer's
Common Stock to its stockholders. The second alternative was for (i) Ron
Brittian and Sam Smith to resign from the Issuer and TW Boards of Directors,
and (ii) Gerald Youngblood, Roger Hughes, John Osborne, Roy Smith and
Don Hackett to resign from all positions at the Issuer and TW, subject to,
among other conditions:
(a) the management group's substantial severance to be paid in full
and the elimination of all "onerous conditions" in their
agreements (i.e., provisions for the protection of the Issuer or
TW, as the case may be, including elimination of non-competition
agreements);
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(b) the obligation to maintain director and officer liability
insurance covering the above named management members;
(c) the immediate vesting of all management employee stock options;
(d) the reimbursement of counsel fees for each of the management
members in litigation related to the Issuer; and
(e) full releases.
Counsel for management confirmed the "either-or" alternatives in writing, and,
again, orally that afternoon.
After careful consideration, on October 29, 1996, SunRiver Group
rejected the first alternative and informed management through counsel that the
second alternative was not an appropriate action to be considered by SunRiver
Group, but rather by the directors of Issuer who were not contemplated to
participate in the proposed second alternative. Also on October 29, 1996,
SunRiver Group delivered to representatives of the Issuer's Board of Directors
a written consent authorizing the removal of Gerald Youngblood as director of
the Issuer, the increase of the size of the Board of Directors of the Issuer to
seven, and the addition of Stephen Maysonave, Leonard Mackenzie and Gary Wood as
directors to the Issuer's Board of Directors. In an effort to save the Issuer
from considerable time, effort, expense and negative publicity, SunRiver Group
requested that the Board of Directors of the Issuer implement these changes
voluntarily and immediately. If the Board agreed to this, SunRiver Group agreed
to withdraw the consent prior to the action occurring.
In addition, SunRiver Group reserves the right to take any other
action listed in Sections (a) - (j) of Item 4 to Schedule 13D at any time it
deems advisable to protect the interests of or maximize the value to the
Issuer's shareholders.
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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: October 30, 1996
SUNRIVER GROUP, INC.
By: /s/ Jeffrey K. Moore
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Jeffrey K. Moore, President
By: /s/ Stephen G. Maysonave
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Stephen G. Maysonave
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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: October 30, 1996
SUNRIVER GROUP, INC.
By:
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Jeffrey K. Moore, President
By:
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Stephen G. Maysonave
83735
