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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. 2)*
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, The King Management Corporation
2500 Minnesota World Trade Center, 30 East Seventh Street, St. Paul, MN 55101
(612) 228-9042
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1996
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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. [_]
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 the
disclosures provided in a prior cover page.
The information required in 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
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CUSIP No. 86769K-10-5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter J. King
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 431,999
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,000
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,999
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14. TYPE OF REPORTING PERSON*
IN
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Pursuant to Rule 13d-2(c), this Amendment No. 2 amends Mr. King's Schedule
13D dated February 13, 1995 and Amendment No. 1 thereto dated October 24, 1996.
Item 3. Source and Amount of Funds or Other Considerations.
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On April 30, 1997, Mr. King terminated the Voting Agreement pursuant to a
Termination of Shareholder Voting Agreement and Termination of Proxy. See Item
6.
On April 30, 1997, Mr. King exercised his power as Voting Trustee and
terminated the Voting Trust Agreement pursuant to the Termination of Voting
Trust Agreement. See Item 6.
Item 4. Purpose of Transaction.
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Mr. King found the implementation of the Voting Trust Agreement to be
unnecessary and elected to exercise his power as Voting Trustee to terminate the
Voting Trust Agreement.
Mr. King found the Voting Agreement Proxy to be unnecessary and entered
into the Termination of Shareholder Voting Agreement and Termination of Proxy
for that reason.
Mr. King was named a Director of Sunrise on April 2, 1997.
Item 5. Interest in Securities of the Issuer.
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The 433,999 shares of Common Stock constitute 6.0% of Sunrise's outstanding
Common Stock based upon Sunrise's Form 10-Q for the Quarter ended December 31,
1996.
Except as disclosed herein, during the past 60 days Mr. King has not
purchased or otherwise acquired any shares of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Termination of Voting Agreement
Mr. King entered into the Termination of Voting Agreement as a consequence
of the final resolution of all of the claims of the WBK Trust, the RSK Trust and
the PJK Annuity Trust against Sunrise that were the subject of the Voting
Agreement. The Termination of Voting Agreement revoked any proxies in Mr. King's
favor given under the Shareholder Voting Agreement dated November 11, 1989 (the
"Voting Agreement") among Mr. King, the William B. King Stock Trust dated
November 21, 1989 for the benefit of William B. King (the
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"WBK Trust") and the Russell S. King Stock Trust dated November 11, 1989 for the
benefit of Russell S. King ("RSK Trust"). The foregoing summary of certain
provisions of the Termination of Voting Agreement is qualified by the copy of
the Termination of Voting Agreement and Termination of Proxy filed as Exhibit A
hereto and which is incorporated herein in its entirety by this reference.
Termination of Voting Trust Agreement
Mr. King found the implementation of the Voting Trust Agreement and the
Proxy to be unnecessary and elected (a) to terminate the Voting Trust Agreement
dated September 26, 1996 among Mr. King, as the Voting Trustee (the "Voting
Trustee"), the PJK Annuity Trust, the WBK Trust and the RSK Trust and (b) the
Appointment of Proxy of the WBK Trust, dated September 26, 1996, under which Mr.
King was appointed with the power to represent the WBK Trust with respec. The
foregoing summary of certain provisions of the Termination of Voting Trust
Agreement is qualified by the copy of the Termination of Voting Trust Agreement
filed as Exhibit B hereto and which is incorporated herein in its entirety by
this reference.
Item 7. Material to Be Filed as Exhibits.
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Exhibit Letter Description of Exhibit
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A Termination of Shareholder Voting Agreement and Termination of
Proxy dated April 30, 1997 among Peter J. King, the William
B. King Stock Trust and the Russell S. King Stock Trust.
B Termination of Voting Trust Agreement dated April 30, 1997 by
Peter J. King, as the Voting Trustee.
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SIGNATURES
After reasonable 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.
/s/ Peter J. King
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Peter J. King
Dated: May 22, 1997
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EXHIBIT INDEX
Exhibit Letter Description of Exhibit
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A Termination of Shareholder Voting Agreement and Termination of
Proxy dated April 30, 1997 among Peter J. King, the William B.
King Stock Trust and the Russell S. King Stock Trust.
B Termination of Voting Trust Agreement dated April 30, 1997 by
Peter J. King, as the Voting Trustee.
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TERMINATION OF SHAREHOLDER VOTING AGREEMENT AND TERMINATION OF PROXY
WHEREAS, the record owners of shares of common stock of Sunrise
Resources, Inc., a Minnesota corporation (the "Company"), that are listed on
Exhibit A hereto (the "Shareholders") have entered into that certain Shareholder
Voting Agreement as of May 1, 1996 ("Agreement"); and
WHEREAS, under the Agreement, the Shareholders agreed to vote their
shares and take such other actions as Peter J. King ("Mr. King") directs with
respect to the resolution of the Claims described in the Agreement; appointed
Mr. King as their agent with respect to all rights and powers of such
Shareholder arising in connection with the Claims; and appointed Mr. King as
each such Shareholders' proxy to vote the shares if such Shareholder failed to
vote such shares as Mr. King directed; and
WHEREAS, pursuant to paragraph 7 of the Agreement, the Agreement shall
terminate and cease to be effective upon a resolution of the Claims, as
determined by Mr. King, in his sole discretion; and
WHEREAS, as of this date, the arbitration proceedings with respect to
the Claims has been completed, subject only to the granting of an award with
respect thereto; and
WHEREAS, pursuant to that certain Proxy dated September 26, 1996, Mr.
King was appointed a proxy to vote 300,000 of the shares of the Company on
behalf of the William B. King Trust, Stephen D. Higgins, Trustee ("Proxy"), and
Mr. King wishes to terminate the Proxy, effective immediately;
THEREFORE, pursuant to paragraph 7 of the Agreement, Mr. King hereby
determines that for purposes of the Agreement the completion of the arbitration
proceedings represents a resolution of the Claims and the Agreement is hereby
terminated and, as a result, any proxies in favor of Mr. King given under the
Agreement are hereby revoked;
FURTHER, the Proxy is hereby revoked and terminated, effective
immediately.
Dated: April 30, 1997 /s/ Peter J. King
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Peter J. King
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TERMINATION OF VOTING TRUST AGREEMENT
WHEREAS, each of the record owners of shares of common stock of
Sunrise Resources, Inc., a Minnesota corporation (the "Corporation"), that are
listed on Schedule 1 hereto (the "Subject Share") and Peter J. King (the "Voting
Trustee") entered into that certain Voting Trust Agreement dated September 26,
1996; and
WHEREAS, the stock certificates evidencing the Subject Shares have not
been transferred on the books of the Corporation into the name of the Voting
Trustee; and
WHEREAS, under paragraph 12 of the Voting Trust Agreement, the terms
of the Agreement shall automatically terminate in the event that, inter alia,
the Voting Trustee elects at any time to terminate this Agreement; and
WHEREAS, the Voting Trustee believes that it is unnecessary to
complete the implementation of the transfer of the Subject Shares to the Voting
Trust Agreement;
THEREFORE, pursuant to the power granted to the Voting Trustee under
paragraph 12 of the Voting Trust Agreement, the undersigned Voting Trustee
hereby elects to eliminate the Voting Trust Agreement ab initio.
Dated: April 30, 1997 /s/ Peter J. King
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Peter J. King, Voting Trustee
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Schedule 1
Shareholders Number of Shares
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PETER J. KING 1996 GRANTOR
RETAINED ANNUITY TRUST 431,999
WILLIAM B. KING STOCK TRUST 1,054,526
RUSSELL S. KING STOCK TRUST 1,054,526
