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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Sunrise International Leasing Corporation
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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)
Stephen D. Higgins
23785 Strehler Road
Loretto, Minnesota 55357
(612) 498-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1998
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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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
Stephen D. Higgins
###-##-####
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
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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
340,358 (1)
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8) SHARED VOTING POWER
-0-
NUMBER OF ---------------------------------------------------------
SHARES BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 2,884,150 (2)
REPORTING PERSON ---------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,884,150
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.0% (3)
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14) TYPE OF REPORTING PERSON
IN
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(1) Includes: (a) 5,029 shares of common stock, $.01 par value (the "Common
Stock"), of Sunrise International Leasing Corporation ("Sunrise") held by Mr.
Higgins, individually; and (b) 335,329 shares of Common Stock held by the
William B. King Stock Trust UA dated November 21, 1989 for the benefit of
William B. King (the "WBK Trust"), of which Mr. Higgins is the co-trustee and,
except as otherwise provided below, has the sole power to vote and dispose of
such shares. Pursuant to a Proxy dated as of June 23, 1998, Peter J. King has
the sole power to vote 335,329 shares of Common Stock of Sunrise held by the WBK
Trust solely with respect to a certain matter that is expected to be submitted
to the shareholders of Sunrise prior to September 18, 1998 and not with respect
to any other matter submitted to shareholders. See "Item 6 -- Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer." Does not include the following shares of Common Stock that were
deposited into a voting trust pursuant to a Voting Trust Agreement dated as of
May 27, 1998, of which Peter J. King is the Sole Voting Trustee: (a) 1,286,439
shares held by the WBK Trust, and (d) 1,262,382 shares held by the Russell S.
King Stock Trust UA dated November 11, 1989 for the benefit of Russell S. King
(the "RSK Trust"), of which Mr. Higgins is the co-trustee.
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(2) Includes: (a) 5,029 shares of Common Stock held by Mr. Higgins,
individually; (b) 1,621,768 shares of Common Stock held by the WBK Trust; and
(d) 1,262,382 shares held by the RSK Trust.
(3) Based upon 7,787,796 shares of Common Stock outstanding as of January 30,
1998, as reflected in Sunrise's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
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SCHEDULE 13D
Pursuant to Rule 13d-2(c), this Amendment No. 4 amends Mr. Higgins'
Schedule 13D dated February 13, 1995, Amendment No. 1 thereto dated May 1, 1996,
Amendment No. 2 thereto dated September 19, 1997 and Amendment No. 3 thereto
dated June 22, 1998.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of Sunrise International Leasing Corporation, a Delaware
corporation formerly known as Sunrise Resources, Inc., a Minnesota corporation
("Sunrise"), the principal executive offices of which are located at 5500
Wayzata Boulevard, Suite 725, Minneapolis, Minnesota 55416.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Stephen D. Higgins, individually and as trustee
under each of the William B. King Stock Trust UA dated November 21, 1989 for the
benefit of William B. King (the "WBK Trust") and Russell S. King Stock Trust UA
dated November 11, 1989 for the benefit of Russell S. King (the "RSK Trust").
Mr. Higgins' business address is 23785 Strehler Road, Loretto, Minnesota 55357.
Mr. Higgins' principal occupation is President and Chief Executive Officer of
Stephen D. Higgins Ltd., a corporation that provides tax and business consulting
services. The address of Stephen D. Higgins Ltd. is 23785 Strehler Road,
Loretto, Minnesota 55357.
During the last five years, Mr. Higgins has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a proceeding involving (and is not otherwise subject to)
a judgment or other order prohibiting or mandating activities subject to United
States federal or state securities laws.
Mr. Higgins is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. Beneficial ownership of the shares of Common Stock
reported herein changed under the following circumstances:
Effective as of June 23, 1998, Stephen D. Higgins, as trustee of the WBK
Trust, executed a Proxy ("Proxy"), granting Peter J. King sole power to vote
335,329 shares of Common Stock of Sunrise held by the WBK Trust solely with
respect to a matter relating to the adoption of a revised stock option program
for employees, directors and consultants of Sunrise. The Proxy does not relate
to any other matter that is or may be submitted to shareholders of Sunrise. The
Proxy will expire on September 18, 1998. Mr. King and the WBK Trust may be
deemed to constitute a group with respect to the 335,329 shares of Common Stock
referred to in this Item 3 within the meaning of Rule 13d-5(b)(1), but solely
with respect to the matter relating
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to the adoption of a revised stock option program for employees, directors and
consultants of Sunrise.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Higgins, acting on behalf of the WBK Trust, executed the Proxy because
he determined it to be in the best interests of the WBK Trust to vest the voting
power of the 335,329 shares of Common Stock of Sunrise held by the WBK Trust in
Mr. King solely with respect to the matter relating to the adoption by Sunrise
of a revised stock option program.
Mr. Higgins (either individually or through the WBK Trust and the RSK
Trust) may from time to time purchase shares of Common Stock, either in
brokerage transactions, in the over-the-counter market or in privately
negotiated transactions. Any decision to increase the holdings in Sunrise will
depend, however, on numerous factors, including without limitation the price of
the shares of Common Stock, the terms and conditions relating to their purchase
and sale and the prospects and profitability of Sunrise, and general economic
conditions and stock and money market conditions. At any time, Mr. Higgins may
also determine to dispose of some or all of the Common Stock, depending on
various similar considerations. Mr. Higgins does not have any present plans or
proposals which relate to or would result in any of the events listed in Item
4(a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 2,884,150 shares of Common Stock constitute 37.0% of Sunrise's
outstanding Common Stock based on Sunrise's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1997. Mr. Higgins owns 5,029 shares of Common
Stock directly, or less than 1% of Sunrise's outstanding Common Stock, and has
the sole power to vote and dispose of such shares. In addition, Mr. Higgins is
the co-trustee of each of the RSK Trust and the WBK Trust, which collectively
own 2,884,150 shares of Common Stock, or 37.0% of Sunrise's outstanding shares
of Common Stock. Of these shares, 1,262,382 shares of Common Stock, or 16.2% of
Sunrise's outstanding shares of Common Stock, are held by the RSK Trust, and
1,621,768 shares of Common Stock, or 20.8% of Sunrise's outstanding shares of
Common Stock, are held by the WBK Trust. Mr. Higgins has the sole power to
dispose of all shares of Common Stock held by the WBK Trust and the RSK Trust in
his capacity as co-trustee of each trust. Each of the WBK Trust and the RSK
Trust are irrevocable trusts. The WBK Trust is for the benefit of William B.
King, the son of Peter King. William B. King and Mr. Higgins are co-trustees of
the WBK Trust. Mr. William B. King has delegated all of his power to vote and
dispose of the shares of Common Stock of Sunrise held in the WBK Trust to Mr.
Higgins. The RSK Trust is for the benefit of Russell S. King, the son of Peter
King. Russell S. King and Mr. Higgins are co-trustees of the RSK Trust. Mr.
Russell S. King has delegated all of his power to vote and dispose of the shares
of Common Stock of Sunrise held in the RSK Trust to Mr. Higgins. Pursuant to
the Voting Trust Agreement, Mr. Higgins delegated all of his power to vote the
shares of Common Stock held by the RSK Trust and 1,286,439 shares of Common
Stock held by the WBK Trust to Peter King. Under the Voting Trust Agreement,
Peter King currently has sole voting power with respect to an aggregate of
3,386,797 shares of Common Stock. Voting trust certificates
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representing 1,286,439 and 1,262,382 shares of Common Stock are currently held
by the WBK Trust and the RSK Trust, respectively. Except as otherwise provided
below, Mr. Higgins retains sole voting power with respect to the 335,329 shares
of Common Stock held by the WBK Trust which were not deposited into the voting
trust. Pursuant to the Proxy dated as of June 23, 1998, Peter J. King has the
sole power to vote 335,329 shares of Common Stock of Sunrise held by the WBK
Trust solely with respect to the matter relating to the adoption by Sunrise of a
revised stock option program that is expected to be submitted to the
shareholders of Sunrise prior to September 18, 1998 and not with respect to any
other matter submitted to shareholders. See "Item 6 -- Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer."
Mr. Higgins has neither individually nor through the RSK Trust, the WBK
Trust or the 1996 Grantor Trust, effected any transactions in the Common Stock
of Sunrise since June 22, 1998, the date that Amendment No. 3 to the Schedule
13D was filed with the Securities and Exchange Commission.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are two contracts, arrangements, understandings or relationships
among Mr. Higgins, the WBK Trust and other persons with respect to the
securities of Sunrise that are required to be disclosed under this Item 6 -- the
Proxy and the Voting Trust Agreement.
PROXY
Effective as of June 23, 1998, Mr. Higgins, as trustee of the WBK Trust,
executed the Proxy, pursuant to which Mr. Higgins, acting on behalf of the WBK
Trust, granted Mr. King sole power to vote 335,329 shares of Common Stock of
Sunrise held by the WBK Trust solely with respect to a matter relating to the
adoption of a revised stock option program for employees, directors and
consultants of Sunrise. The Proxy does not relate to any other matter that is
submitted to shareholders of Sunrise. The Proxy expires on September 18, 1998.
The foregoing summary of certain provisions of the Proxy is qualified by the
copy of the Proxy filed as Exhibit 1 hereto and which is incorporated herein in
its entirety by this reference.
VOTING TRUST AGREEMENT
Effective as of May 27, 1998, Peter J. King, King Management, the WBK
Trust, the RSK Trust and the 1996 Grantor Retained Annuity Trust for the benefit
of Peter J. King (collectively, the "Shareholders") entered into the Voting
Trust Agreement with respect to an aggregate of 3,386,797 shares of Common Stock
of Sunrise. On June 24, 1998, King Management deposited an additional 50,000
shares of Common Stock into the voting trust and subject to the Voting Trust
Agreement. Under the Voting Trust Agreement, Mr. King is the Sole Voting
Trustee and King Management is the Substitute Voting Trustee (the Sole Voting
Trustee and the Substitute Voting Trustee are referred to as the "Voting
Trustee"). The record ownership of the 3,436,797 shares of Common Stock
deposited by the Shareholders with the Voting Trustee
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was transferred into the name of the Voting Trustee on the books of Sunrise. In
exchange for such shares of Common Stock, the Voting Trustee issued to the
Shareholders a voting trust certificate representing the number of shares of
Common Stock deposited with the Voting Trustee. In the event of a stock split,
stock dividend or distribution of shares of Common Stock of Sunrise, the Voting
Trustee will issue additional voting trust certificates to the then registered
holders of the outstanding voting trust certificates to reflect appropriately
the interests of the Shareholders in the shares of Common Stock held by the
Voting Trustee. Subject to any transfer restrictions set forth in the Articles
of Incorporation and Bylaws of Sunrise and imposed by applicable securities
laws, the Shareholders may sell or transfer the voting trust certificates as
they determine to be proper. Every transferee of a voting trust certificate
will, by the acceptance of such certificate, become a party to the Voting Trust
Agreement.
The Voting Trustee is entitled to exercise all shareholders' rights of
every kind with respect to voting, including the right to vote and the right to
take part in, or consent to, any corporate or shareholders' action including a
merger, exchange or consolidation involving Sunrise or the sale, lease, transfer
or other disposition of all or substantially all of Sunrise's assets, except as
such right is specifically limited in the Voting Trust Agreement. The Voting
Trustee will vote on all matters which come before any shareholders' meeting of
Sunrise and must exercise his best judgment from time to time to select suitable
directors to the end that the affairs of Sunrise are properly managed. The
holder of each voting trust certificate is entitled to receive, from time to
time, dividends or distributions payable in cash or property (other than shares
of any class of Sunrise). The majority of the interest of the holders of the
voting trust certificates may approve amendments to the Voting Trust Agreement.
The Voting Trust Agreement will terminate automatically on December 31, 2007,
unless terminated earlier in the event that: (i) the Voting Trustee elects at
any time to terminate the Agreement, (ii) the Sole Voting Trustee resigns, dies
or is determined to be incompetent or incapacitated by the Substitute Voting
Trustee, after consultation with a licensed physician who has examined the Sole
Voting Trustee, and the Substitute Voting Trustee has been dissolved or
liquidated, (iii) Sunrise is dissolved or liquidated, or (iv) no Voting Trustee
is acting under the Agreement. The foregoing summary of certain provisions of
the Voting Trust Agreement is qualified by the copy of the Voting Trust
Agreement filed as Exhibit 1 to Amendment No. 3 to Mr. Higgins' Schedule 13D
filed with the Securities and Exchange Commission on June 22, 1998, and which is
incorporated herein in its entirety by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Proxy dated as of June 23, 1998 executed by Stephen D.
Higgins, as trustee of the William B. King Stock Trust UA
dated November 21, 1989 for the benefit of William B. King.
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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/ Stephen D. Higgins
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July 22, 1998 Stephen D. Higgins
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Method of Filing
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No.
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<S> <C> <C>
1 Proxy dated as of June 23, 1998 executed by
Stephen D. Higgins, as trustee of the William
B. King Stock Trust UA dated November 21, 1989 Filed herewith
for the benefit of William B. King.............. electronically
</TABLE>
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PROXY
I, Stephen D. Higgins, as Trustee to the William B. King Stock Trust UA
dated November 21, 1989, have sole voting power over 335,329 shares of Sunrise
International Leasing Corporation held by the Trust.
Sunrise International Leasing Corporation is currently completing a revised
stock option program for company employees, directors and consultants which may
require shareholder approval.
I hereby give Peter J. King my proxy to vote the above referenced shares of
any and all votes required to approve the stock option plan.
This proxy shall not relate to any other issues to be voted, and will
expire on September 18, 1998.
/s/ Stephen D. Higgins June 23, 1998
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Stephen D. Higgins Date
