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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Sunrise Resources, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
86769K-10-5
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(CUSIP Number)
Peter J. King
c/o The King Management Corporation
950 Piper Jaffray Plaza
444 Cedar Street
St. Paul, Minnesota 55101-2129
(612) 228-9042
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, July 1 and September 1997
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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 this statement: [ ]
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SCHEDULE 13D
CUSIP No. 86769K-10-5
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1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Peter J. King
###-##-####
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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
United States of America
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7) SOLE VOTING POWER
517,576 (1)
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8) SHARED VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 519,576 (1)
REPORTING -----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,576 (1)
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ X ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14) TYPE OF REPORTING PERSON
IN
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(1) Does not include options to purchase 270,753 shares of Common Stock of
Sunrise Resources, Inc. which were granted on June 16, 1997 and are exercisable
beginning on June 16, 2001. Does not include an aggregate of 276,235 shares
held by the 1996 Grantor Retained Annuity Trust for the benefit of Peter King.
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SCHEDULE 13D
Pursuant to Rule 13d-2(c), this Amendment No. 3 amends Mr. King's
Schedule 13D dated February 13, 1995, Amendment No. 1 thereto dated May 1, 1996
and Amendment No. 2 thereto dated April 30, 1997.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See discussion under Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
In September 1997, Mr. Peter King received a distribution of 155,764
shares of Common Stock of Sunrise Resources, Inc. (the "Company") from the 1996
Grantor Retained Annuity Trust for the benefit of Mr. King (the "1996 Grantor
Trust") in accordance with the terms and conditions of the 1996 Grantor Trust.
Mr. King was also awarded 91,059 shares (the "Arbitration Shares") of Common
Stock of the Company in an arbitration proceeding initiated by Peter J. King,
Stephen D. Higgins, for himself and as Trustee for the William B. King Stock
Trust dated November 21, 1989 (the "WBK Trust") and the Russell S. King Stock
Trust dated November 11, 1989 (the "RSK Trust"), Jeffrey G. Jacobsen, Andrew
Sall, Daniel W. Cadwell, Carrie A. Halvorson, Thomas W. Kuharski, Anna M.
Miller, Kelley A. Ross, James C. Teal, Denise A. Willhite, Susan L. Rehberger
and Barry J. Schwach (the "Claimants") against Sunrise Leasing Corporation and
its successor, the Company (the "Arbitration Proceeding"). The Arbitration
Shares were granted pursuant to an Arbitration Award dated June 17, 1997 of
George F. McGunnigle, arbitrator, and a Supplemental Arbitration Award dated
June 25, 1997 of George F. McGunnigle, arbitrator (collectively, the
"Arbitration Award"). The Company subsequently approved the issuance of the
Arbitration Shares on July 1, 1997. The Arbitration Proceeding was initiated by
the Claimants for claimed breaches of the Agreement and Plan of Reorganization
by and among the Company and The P.J. King Companies, Inc. d/b/a International
Leasing Corporation and Affiliates, dated October 14, 1994.
On June 16, 1997, the Company granted Mr. King a five-year option to
purchase 270,753 shares (the "Options") of Common Stock of the Company,
immediately exercisable in full. The Options were granted in consideration for
Mr. King's services to the Company as Chairman of the Board and director.
Mr. King was also granted a five-year option to purchase an additional
270,753 shares of Common Stock of the Company (the "Second Option") on June 16,
1997 (the "Grant Date"). The Second Option is not exercisable until four years
from the Grant Date, although, the Company may accelerate the vesting of the
Second Option after two years if there has been no interruption of the Company's
ability to obtain funding for its vendor programs through The King Management
Corporation ("King Management") or through conventional funding sources, or
prior to two years if the financial affairs of the Company improve to a point
where the continuing King Management commitment is no longer necessary or the
King Management
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commitment becomes moot for any reason. For purposes of this Amendment No. 3 to
Schedule 13D, the Second Option is not included in Mr. King's aggregate amount
beneficially owned.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 519,576 shares of Common Stock owned directly or indirectly by Mr.
King constitutes approximately 6.4% of the Company's outstanding Common Stock,
based upon the Company's Form 10-K for the year ending June 30, 1997, as
adjusted for the issuance of an aggregate of 599,075 shares issued in connection
with the Arbitration Proceeding. Mr. King has the sole power to vote 517,576
shares of Common Stock of the Company and the sole power to dispose of 519,576
shares of Common Stock of the Company (2,000 shares of which are held of record
by The King Management Corporation for which Mr. Peter King is a shareholder,
officer and a director). An aggregate of 276,235 shares are held by the 1996
Grantor Trust, an irrevocable retained annuity trust. Mr. King has an annuity
interest in the 1996 Grantor Trust and his sons, William B. and Russell S. King,
are the beneficiaries of the principal of the 1996 Grantor Trust. Mr. Stephen
Higgins is the sole trustee of the 1996 Grantor Trust and has the sole power to
vote and dispose of the shares of Common Stock held by the 1996 Grantor Trust.
Mr. King's aggregate amount of shares beneficially owned does not include the
Second Option or the shares held by the 1996 Grantor Trust.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Arbitration Award dated June 17, 1997 issued by George
F. McGunnigle regarding the Arbitration Proceeding
between Peter J. King, Stephen D. Higgins, for himself
and as Trustee for the WBK Trust and the RSK Trust,
Jeffrey G. Jacobsen, Andrew Sall, Daniel W. Cadwell,
Carrie A. Halvorson, Thomas W. Kuharski, Anna M.
Miller, Kelley A. Ross, James C. Teal, Denise A.
Willhite, Susan L. Rehberger and Barry J. Schwach, as
Claimants versus Sunrise Leasing Corporation and its
successor the Company, as Respondents.
Exhibit 2 Supplemental Arbitration Award dated June 25, 1997
issued by George F. McGunnigle regarding the
Arbitration Proceeding.
Exhibit 3 Stock Option Agreement dated June 16, 1997 executed by
the Company in favor of Peter J. King.
Exhibit 4 Stock Option Agreement dated June 16, 1997 executed by
the Company in favor of Peter J. King.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Peter J. King
--------------------------------
September 17, 1997 Peter J. King
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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<C> <S> <C>
1 Arbitration Award dated June 17, 1997 issued by George F.
McGunnigle regarding the Arbitration Proceeding between
Peter J. King, Stephen D. Higgins, for himself and as Trustee
for the WBK Trust and the RSK Trust, Jeffrey G. Jacobsen,
Andrew Sall, Daniel W. Cadwell, Carrie A. Halvorson,
Thomas W. Kuharski, Anna M. Miller, Kelley A. Ross, James
C. Teal, Denise A. Willhite, Susan L. Rehberger and Barry J.
Schwach, as Claimants versus Sunrise Leasing Corporation
and its successor the Company, as Respondents. . . . . . . . . . . . . . . Electronically
2 Supplemental Arbitration Award dated June 25, 1997 issued
by George F. McGunnigle regarding the Arbitration
Proceeding.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Electronically
3 Stock Option Agreement dated June 16, 1997 executed by the To be filed by
Company in favor of Peter J. King. . . . . . . . . . . . . . . . . . . . . Amendment.
4 Stock Option Agreement dated June 16, 1997 executed by the To be filed by
Company in favor of Peter J. King. . . . . . . . . . . . . . . . . . . . . Amendment.
</TABLE>
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Exhibit 1
ARBITRATION PROCEEDING
MINNEAPOLIS, MINNESOTA
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Peter J. King,
Stephen D. Higgins,
for himself and as
Trustee for the
William B. King Trust and
the Russell S. King Trust,
Jeffrey G. Jacobsen,
Andrew Sall,
Daniel W. Cadwell,
Carrie A. Halvorson,
Thomas W. Kuharski,
Anna M. Miller,
Kelley A. Ross,
James C. Teal,
Denise A. Willhite,
Susan L. Rehberger,
and Barry J. Schwach,
Claimants,
v. Arbitrator:
George F. McGunnigle
Sunrise Leasing Corporation
and its successor Sunrise
Resources, Inc.,
Respondents.
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ARBITRATION AWARD
The above-captioned matter was submitted to the undersigned pursuant to
paragraph 10.7 of the Agreement and Plan of Reorganization by and among Sunrise
Leasing Corporation and The P.J. King Companies, Inc. d/b/a International
Leasing Corporation and Affiliates, dated
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October 14, 1994 (hereinafter "Merger Agreement") and by Submission Agreement of
the parties dated October 17, 1996, for binding arbitration of all disputes,
controversies and differences arising out of or in connection with the Merger
Agreement.
Pursuant to the Merger Agreement and the Submission Agreement, hearings
were conducted commencing on November 22, 1996, and continuing from time to time
on 26 separate days until February 14, 1997. Thereafter, the parties submitted
briefs and reply briefs, such that the matter was submitted on March 24, 1997.
Based upon the pleadings in the arbitration, the testimony and exhibits
adduced at hearings, the pre-hearing and post-hearing submissions of the
parties, and all the files, records and proceedings herein, I, the undersigned
Arbitrator, having been duly sworn, enter the following:
AWARD
With respect to Claimants' Statement of Claim for Rescission, Reformation
and Money Damages ("Statement of Claim"):
1. Claimants' request for rescission of the Merger Agreement and the
Consulting and Noncompetition Agreement is denied.
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2. Claimants' alternative request for reformation of the Merger Agreement
is denied.
3. With respect to Counts One, Two, Three, Four and Six of the Statement
of Claim, Claimants' requests for relief are denied.
4. With respect to Count Five of the Statement of Claim, the following
relief is granted:
-- In favor of (i) Peter J. King, (ii) Stephen D. Higgins, as Trustee
under the William B. King Stock Trust dated November 21, 1989, for the
benefit of William B. King ("WBK Trust"), and (iii) Stephen D.
Higgins, as Trustee under the Russell S. King Stock Trust dated
November 11, 1989, for the benefit of Russell S. King ("RSK Trust"),
(collectively "Indemnifying Shareholders") an award in the aggregate
amount of $3,081,413.90, payable in the form of an issuance or
transfer of Sunrise Resources, Inc. Common Stock valued at $5.50 per
share, or (rounded) 560,257 shares. Said shares shall be awarded to
the Indemnifying Shareholders in the same proportion as the shares
issued to them on February 13, 1995, as part of the merger
transaction.
-- As to the claims of the remaining Claimants under Count Five: -0-
5. With respect to Claimants' request for attorneys' fees and costs:
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-- In favor of the Indemnifying Shareholders, an award of reasonable
attorneys' fees and costs related to their prosecution of Count Five
of the Statement of Claim, payable in the form of an issuance or
transfer of Sunrise Resources, Inc. Common Stock valued at $5.50 per
share.
-- Counsel for Claimants shall, no later than June 19, 1997, submit to
the undersigned, with a copy to counsel for Respondents, an affidavit
setting forth the fees and costs reasonably incurred in connection
with the prosecution of Count Five on behalf of the Indemnifying
Shareholders, together with a Memorandum, not to exceed five pages in
length, explaining Claimants' allocation of fees and expenses to said
Count and said Indemnifying Shareholders. Counsel for Respondents
shall file a responsive Memorandum, not to exceed five pages in
length, no later than 9:30 a.m. on June 23, 1997. The Arbitrator
shall keep the record open, and shall retain jurisdiction, for the
purpose of entering a Supplemental Award for such attorneys' fees and
costs.
6. Except for the Supplemental Award to be made pursuant to paragraph 5
of this Award, this Award is in full settlement of all claims submitted to this
arbitration.
\s\ George F. McGunnigle
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George F. McGunnigle
Arbitrator
Subscribed and sworn to before me
this 17th day of June, 1997.
/s/ Sharon Tilden
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Exhibit 2
ARBITRATION PROCEEDING
MINNEAPOLIS, MINNESOTA
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Peter J. King,
Stephen D. Higgins,
for himself and as
Trustee for the
William B. King Trust and
the Russell S. King Trust,
Jeffrey G. Jacobsen,
Andrew Sall,
Daniel W. Cadwell,
Carrie A. Halvorson,
Thomas W. Kuharski,
Anna M. Miller,
Kelley A. Ross,
James C. Teal,
Denise A. Willhite,
Susan L. Rehberger,
and Barry J. Schwach,
Claimants,
v. Arbitrator:
George F. McGunnigle
Sunrise Leasing Corporation
and its successor Sunrise
Resources, Inc.,
Respondents.
- ------------------------------
SUPPLEMENTAL ARBITRATION AWARD
The above-captioned matter was submitted to the undersigned pursuant to
paragraph 10.7 of the Agreement and Plan of Reorganization by and among Sunrise
Leasing Corporation and
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The P.J. King Companies, Inc. d/b/a International Leasing Corporation and
Affiliates, dated October 14, 1994 (hereinafter "Merger Agreement") and by
Submission Agreement of the parties dated October 17, 1996, for binding
arbitration of all disputes, controversies and differences arising out of or in
connection with the Merger Agreement.
The Arbitrator entered an Award on June 17, 1997, disposing of the claims
in the Statement of Claim, except for the claimants' request for an award of
attorney's fees and costs. The Award set forth a procedure and schedule with
respect to said request, providing for claimants to submit an affidavit and
supporting memorandum and for respondents to file a response thereto.
Based upon the pleadings in the arbitration, the testimony and exhibits
adduced at hearings, the pre-hearing and post-hearing submissions of the
parties, the supplementation of the record with respect to attorney's fees and
costs, and memoranda submitted in connection therewith, and all the files,
records and proceedings herein, I, the undersigned Arbitrator, having been duly
sworn, enter the following:
SUPPLEMENTAL AWARD
1. The Indemnifying Shareholders (as defined in the Award), are awarded
reasonable attorney's fees and costs in the aggregate amount of $213,500,
payable in the form of an issuance or transfer of Sunrise Resources, Inc. common
stock valued at $5.50 per share, or (rounded) 38,818 shares.
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2. This Supplemental Arbitration Award is in full settlement of all
remaining claims submitted pursuant to the parties' Agreement dated October 14,
1994, and Submission Agreement dated October 17, 1996.
/s/ George F. McGunnigle
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George F. McGunnigle
Arbitrator
Subscribed and sworn to before me
this 25th day of June, 1997.
/s/ Sharon Tilden
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