<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sunrise International Leasing Corporation
-----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
86769K-10-5
-----------
(CUSIP Number)
Peter J. King
c/o The King Management Corporation
5500 Wayzata Boulevard, Suite 750
Minneapolis, Minnesota 55416
(612) 593-0051
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1999
-----------------
(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: [ ]
Page 1 of 14
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SCHEDULE 13D
CUSP No. 86769K-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND 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) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable.
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
4,873,303
--------------------------------------------------
8) SHARED VOTING POWER
NUMBER OF -0-
SHARES BENEFICIALLY --------------------------------------------------
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING PERSON 2,324,482
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,873,303
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 2 of 14
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SCHEDULE 13D
CUSP No. 86769K-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
The King Management Corporation
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
615,000
--------------------------------------------------
8) SHARED VOTING POWER
NUMBER OF -0-
SHARES BENEFICIALLY --------------------------------------------------
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING PERSON 1,015,818
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,818
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0% (3)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 14
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SCHEDULE 13D
CUSIP No. 86769K-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Stephen D. Higgins
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable
- --------------------------------------------------------------------------------
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 of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
340,358
--------------------------------------------------
8) SHARED VOTING POWER
NUMBER OF -0-
SHARES BENEFICIALLY --------------------------------------------------
OWNED BY EACH 9) SOLE DISPOSITIVE POWER
REPORTING PERSON 2,889,179
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,889,179
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] Excludes shares held by other group members
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% (3)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 14
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D hereby amends and supplements a
Schedule 13D dated March 2, 1999 (the "Original Statement") filed by and on
behalf of Peter J. King, The King Management Corporation ("King Management")
and 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"), with respect to
the common stock, par value $.01 per share ("the "Common Stock") of Sunrise
International Leasing Corporation, a Delaware corporation ("Sunrise"). Peter
J. King, King Management and Stephen D. Higgins are sometimes collectively
referred to herein as the "Reporting Persons."
Except as set forth below, there are no changes to the information in the
Original Statement. All terms used, but not defined, in this Amendment No. 1 are
as defined in the Original Statement. The summary descriptions contained herein
of certain agreements and documents are qualified in their entirety by reference
to the complete text of such agreements and documents filed as Exhibits hereto
or incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is supplemented in the following manner:
On September 8, 1999, Peter J. King presented a non-binding proposal (the
"Proposal") to the Board of Directors of Sunrise to acquire all of the
outstanding shares of Common Stock of Sunrise, other than shares owned or
controlled by Mr. King, King Management, the RSK Trust or the WBK Trust. Mr.
King, King Management, the RSK Trust and the WBK Trust expect to contribute
their shares of Common Stock to an entity formed solely for purposes of the
transaction ("Acquisition Entity"). The structure and terms of any proposed
transaction between the Acquisition Entity and Sunrise are expected to be
determined through negotiations between the Acquisition Entity and a Special
Committee to be formed by Sunrise's Board of Directors to evaluate the Proposal.
The Proposal is subject to, among other things, the determination of the price
and structure of the transaction and the execution of a definitive acquisition
agreement. Until execution of a definitive agreement, Mr. King, King Management,
the RSK Trust and the WBK Trust retain the right to terminate negotiations for
any reason.
In the event a transaction were to be consummated, it would be expected
that shortly thereafter, the registration of Sunrise's Common Stock under the
Securities Exchange Act of 1934, as amended, would be terminated and would cease
to be reported on the Nasdaq National Market. In addition, it is anticipated
that if a transaction were consummated the composition of the board of directors
of Sunrise would change. However, the Reporting Persons are not certain at this
time who would serve as members of the board of directors of Sunrise after any
such transaction.
On September 8, 1999, Sunrise issued a press release in which it confirmed
receipt of the Proposal. A copy of this press release is attached hereto as
Exhibit 12. A copy of the Proposal is attached hereto as Exhibit 13.
Page 5 of 14
<PAGE>
Except as otherwise provided in this Item 4 and other than as to matters
that Mr. King, as Chief Executive Officer and Chairman of the Board of Sunrise,
may consider and discuss with other Sunrise officers and board members from time
to time, none of the Reporting Persons have any present plans or proposals which
relate to or would result in:
- the acquisition by any person of additional securities of Sunrise
or the disposition of securities of Sunrise;
- an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Sunrise;
- a sale or transfer of a material amount of assets of Sunrise;
- any change in the present board of directors or management of
Sunrise, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
- any material change in the present capitalization or dividend
policy of Sunrise;
- any other material change in Sunrise's business or corporate
structure;
- changes in Sunrise's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Sunrise by any person;
- causing a class of securities of Sunrise to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
- a class of equity securities of Sunrise becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, or
- any action similar to any of those listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Statement is supplemented in the following manner:
(a) As of September 8, 1999, each of the Reporting Persons beneficially
owned the following amounts of Common Stock (the percentages shown are based
upon 7,262,753 shares outstanding, as set forth in Sunrise's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999):
1. Peter J. King beneficially owned 4,873,303 shares (60.5% of the
Common Stock). Mr. King has sole voting power with respect to 4,873,303 shares
and sole dispositive power with respect to 2,324,482 shares. Pursuant to the
Voting Trust Agreement dated as of May 27, 1998 among Mr. King, King Management,
the WBK Trust, the RSK Trust and the 1996 Grantor Retained Annuity Trust for the
benefit of Peter J. King (the "Voting Trust Agreement"), Mr. King has sole
voting power with respect to an aggregate of 3,466,797 shares of Common Stock,
the voting trust certificates of which are currently held by Mr. King, King
Management, the WBK Trust and the RSK Trust. Also included within the 4,873,303
shares of Common Stock of which Mr. King has sole voting power are: (a) 615,000
shares of Common Stock held by King Management outside the Voting Trust
Agreement; and (b) an aggregate of 791,506 shares of
Page 6 of 14
<PAGE>
Common Stock issuable pursuant to outstanding options held by Mr. King that
are fully exercisable.
Mr. King has sole dispositive power with respect to 2,324,482 shares
of Common Stock. The 2,324,482 shares of Common Stock include: (a) 517,158
shares of Common Stock held by Mr. King individually; (b) 541,506 shares of
Common Stock issuable pursuant to an outstanding option that was granted to
Mr. King by Sunrise on June 18, 1997 and is fully exercisable; (c) 250,000
shares of Common Stock issuable pursuant to an outstanding option that was
granted to Mr. King by Sunrise effective as of June 23, 1998 and is fully
exercisable; and (d) an aggregate of 1,015,818 shares of Common Stock held by
King Management, of which Mr. King is Chief Executive Officer, Chairman of
the Board of Directors and a principal shareholder. The shares deemed
beneficially owned by Mr. King do not include an option to purchase 400,000
shares of Common Stock that was granted by Sunrise to Mr. King effective on
June 23, 1998 and is exercisable as follows: (i) 125,000 shares will become
immediately exercisable if the closing price of the Company's Common Stock,
as reflected by the Nasdaq National Market System, averages $5.00 for ten
consecutive business days; (ii) 125,000 shares will become immediately
exercisable if the closing price of the Company's Common Stock averages $6.00
for ten consecutive business days; and (iii) 150,000 shares will become
immediately exercisable if the closing price of the Company's Common Stock
averages $7.00 for ten consecutive days. If none of the foregoing events
occurs, this option will become immediately exercisable on June 23, 2004.
2. Stephen D. Higgins beneficially owned 2,889,179 shares (39.8% of
the Common Stock). Mr. Higgins has sole voting power with respect to 340,358
shares and sole dispositive power with respect to 2,889,179 shares. Mr.
Higgins owns 5,029 shares of Common Stock directly (less than 1% of the
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 (39.7% of the
Common Stock). Of these shares, 1,262,382 shares of Common Stock (17.4% of
the Common Stock) are held by the RSK Trust, and 1,621,768 shares of Common
Stock (22.3% of the 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 J. 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 J. 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. 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.
Page 7 of 14
<PAGE>
3. King Management beneficially owned 1,015,818 shares (14.0% of the
Common Stock). King Management has sole voting power with respect to 615,000
shares and sole dispositive power with respect to 1,015,818 shares. Pursuant
to the Voting Trust Agreement, Peter J. King has sole voting power with
respect to, among other shares, 400,818 shares of Common Stock, the voting
trust certificates of which are currently held by King Management. King
Management has sole voting power with respect to 615,000 shares of Common
Stock held outside the Voting Trust Agreement and sole dispositive power with
respect to all 1,015,818 shares of Common Stock held by King Management.
4. The Reporting Persons beneficially owned an aggregate of
5,213,661 shares (64.8% of the Common Stock). Peter King, King Management,
the WBK Trust and the RSK Trust beneficially owned an aggregate of 5,208,632
shares (64.7% of the Common Stock).
(b) See Item 5(a) above. Except as otherwise provided in this Item, each of
the Reporting Persons disclaims beneficial ownership in the shares owned by the
other Reporting Persons.
(c) Except for the presentation by Mr. King to Sunrise's Board of Directors
of the Proposal, other than shares owned or controlled by Mr. King, none of the
Reporting Persons has effected any transactions in the Common Stock of Sunrise
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Original Statement is supplemented in the following manner:
As described under "Item 4. Purpose of Transaction," on September 8,
1999, Peter J. King presented a non-binding proposal to the Board of
Directors of Sunrise to acquire all of the outstanding shares of Sunrise,
other than shares owned or controlled by the Reporting Persons. The structure
and terms of any proposed transaction between the Reporting Persons and
Sunrise are expected to be determined through negotiations between the
Reporting Persons and a Special Committee to be formed by Sunrise's Board of
Directors to evaluate the Proposal. The Proposal is subject to, among other
things, the determination of the price and structure of the transaction and
the execution of a definitive acquisition agreement. Until execution of a
definitive agreement, the Reporting Persons retain the right to terminate
negotiations for any reason. See "Item 4. Purpose of Transaction" for more
detail.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Information concerning directors and
executive officers of The King Management
Corporation (incorporated by reference to
Exhibit 1 contained in the Schedule 13D
dated March 2, 1999 filed by Peter J.
Page 8 of 14
<PAGE>
King, The King Management Corporation and
Stephen D. Higgins).
Exhibit 2 Shareholders Agreement dated as of February
13, 1995 among Sunrise Leasing Corporation,
Peter J. King, Stephen D. Higgins, as
Trustee under the William B. King Stock
Trust dated November 21, 1989 for the
benefit of William B. King, Stephen D.
Higgins, as Trustee under the Russell S.
King Stock Trust dated November 11, 1989 for
the benefit of Russell S. King and each of
the other ILC shareholders listed on
Schedule 1 thereto (incorporated by
reference to Exhibit B contained in Schedule
13D dated February 13, 1995 filed by Peter
J. King (File No. 5-42174)).
Exhibit 3 Appointment of Proxy dated September 26,
1996, by William B. King and Stephen D.
Higgins, as Trustees under the William B.
King Stock Trust dated November 21, 1989 for
the benefit of William B. King (incorporated
by reference to Exhibit F contained in
Amendment No. 1 to Schedule 13D dated May 1,
1996 filed by Peter J. King (File No.
5-42174)
Exhibit 4 Stock Option Agreement dated June 18, 1997
executed by Sunrise International Leasing
Corporation in favor of Peter J. King
(incorporated by reference to Exhibit 10.2
contained in Sunrise International Leasing
Corporation's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997
(File No. 0-19516)).
Exhibit 5 Stock Option Agreement dated June 18, 1997
executed by Sunrise International Leasing
Corporation in favor of Peter J. King
(incorporated by reference to Exhibit 10.3
contained in Sunrise International Leasing
Corporation's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997
(File No. 0-19516)).
Exhibit 6 Delegation of Trustee Powers dated September
10, 1997 by the Russell S. King Stock Trust
UA dated November 11, 1989 for the benefit
of Russell S. King to Stephen D. Higgins
(incorporated by reference to Exhibit 6
contained in the Schedule 13D dated March 2,
1999 filed by Peter J. King, The King
Management Corporation and Stephen D.
Higgins).
Exhibit 7 Voting Trust Agreement dated as of May 27,
1998 among Peter J. King, The King
Management Corporation, the William B. King
Stock Trust, the Russell S. King Stock Trust
and the Peter J. King 1996 Grantor Retained
Annuity Trust (incorporated by reference to
Exhibit 1 contained in Amendment No. 5 to
Schedule 13D dated May 28, 1998 filed by
Peter J. King (File No. 5-42174).
Page 9 of 14
<PAGE>
Exhibit 8 Stock Option Agreement effective as of June
23, 1998 executed by the Company in favor of
Peter J. King (incorporated by reference to
Exhibit 1 contained in Amendment No. 7 to
Schedule 13D dated September 18, 1998 filed
by Peter J. King (File No. 5-42174).
Exhibit 9 Stock Option Agreement effective as of June
23, 1998 executed by the Company in favor of
Peter J. King (incorporated by reference to
Exhibit 2 contained in Amendment No. 7 to
Schedule 13D dated September 18, 1998 filed
by Peter J. King (File No. 5-42174).
Exhibit 10 Purchase and Sale Agreement dated March 2,
1999 among Heartland Advisors, Inc., in its
capacity as investment advisor for and on
behalf of the Heartland Value Fund, and The
King Management Corporation (incorporated by
reference to Exhibit 10 contained in the
Schedule 13D dated March 2, 1999 filed by
Peter J. King, The King Management
Corporation and Stephen D. Higgins).
Exhibit 11 Agreement among Peter J. King, Stephen D.
Higgins and The King Management Corporation
(incorporated by reference to Exhibit 11
contained in the Schedule 13D dated March 2,
1999 filed by Peter J. King, The King
Management Corporation and Stephen D.
Higgins).
Exhibit 12 Press Release by Sunrise International
Leasing Corporation dated September 8, 1999
(filed herewith).
Exhibit 13 Proposal Letter dated September 8, 1999 from
Peter J. King to the Board of Directors of
Sunrise International Leasing Corporation
(filed herewith).
Page 10 of 14
<PAGE>
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.
September 9, 1999 /s/ Peter J. King
--------------------------------------
Peter J. King
THE KING MANAGEMENT CORPORATION
By: /s/ Peter J. King
-----------------------------------
Peter J. King
Chief Executive Officer
/s/ Stephen D. Higgins
--------------------------------------
Stephen D. Higgins
Page 11 of 14
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Method of Filing
No. ----------- ----------------
--------
<S> <C> <C>
1 Information concerning directors and executive Incorporated by reference to Exhibit 1
officers of The King Management Corporation................... contained in the Schedule 13D dated
March 2, 1999 filed by Peter J. King,
The King Management Corporation and
Stephen D. Higgins
2 Shareholders Agreement dated as of February 13, 1995 among
Sunrise Leasing Corporation, Peter J. King, Stephen D.
Higgins, as Trustee under the William B. King Stock Trust
dated November 21, 1989 for the benefit of William B. King,
Stephen D. Higgins, as Trustee under the Russell S. King Stock
Trust dated November 11, 1989 for the benefit of Russell S.
King and each of the other ILC shareholders listed on Schedule Incorporated by reference to Exhibit
1 thereto (incorporated by reference to Exhibit B contained in B contained in Schedule 13D dated
Schedule 13D dated February 13, 1995 filed by Peter J. King February 13, 1995 filed by Peter J.
(File No. 5-42174))............................................ King (File No. 5-42174)
3 Appointment of Proxy dated September 26, 1996, by William B. Incorporated by reference to Exhibit
King and Stephen D. Higgins, as Trustees under the William B. F contained in Amendment No. 1 to
King Stock Trust dated November 21, 1989 for the benefit of Schedule 13D dated May 1, 1996 filed
William B. King................................................ by Peter J. King (File No. 5-42174)
4 Stock Option Agreement dated June 18, 1997 executed by Sunrise Incorporated by reference to Exhibit
International Leasing Corporation in favor of Peter J. King.... 10.2 contained in Sunrise
International Leasing Corporation's
Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File
No. 0-19516)
Page 12 of 14
<PAGE>
5 Stock Option Agreement dated June 18, 1997 executed by Sunrise Incorporated by reference to Exhibit
International Leasing Corporation in favor of Peter J. King.... 10.3 contained in Sunrise
International Leasing Corporation's
Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (File
No. 0-19516)
6 Delegation of Trustee Powers dated September 10, 1997 by the Incorporated by reference to Exhibit
Russell S. King Stock Trust UA dated November 11, 1989 for the 6 contained in the Schedule 13D dated
benefit of Russell S. King to Stephen D. Higgins (filed March 2, 1999 filed by Peter J. King,
herewith)...................................................... The King Management Corporation and
Stephen D. Higgins
7 Voting Trust Agreement dated as of May 27, 1998 among Peter J. Incorporated by reference to Exhibit
King, The King Management Corporation, the William B. King 1 contained in Amendment No. 5 to
Stock Trust, the Russell S. King Stock Trust and the Peter J. Schedule 13D dated May 28, 1998 filed
King 1996 Grantor Retained Annuity Trust....................... by Peter J. King (File No. 5-42174).
8 Stock Option Agreement effective as of June 23, 1998 executed Incorporated by reference to Exhibit
by the Company in favor of Peter J. King....................... 1 contained in Amendment No. 7 to
Schedule 13D dated September 18, 1998
filed by Peter J. King (File No.
5-42174)
9 Stock Option Agreement effective as of June 23, 1998 executed Incorporated by reference to Exhibit
by the Company in favor of Peter J. King....................... 2 contained in Amendment No. 7 to
Schedule 13D dated September 18, 1998
filed by Peter J. King (File No.
5-42174)
10 Purchase and Sale Agreement dated March 2, 1999 among Incorporated by reference to Exhibit
Heartland Advisors, Inc., in its capacity as investment 10 contained in the Schedule 13D
advisor for and on behalf of the Heartland Value Fund, and The dated March 2, 1999 filed by Peter J.
King Management Corporation.................................... King, The King Management Corporation
and Stephen D. Higgins
Page 13 of 14
<PAGE>
11 Agreement among Peter J. King, Stephen D. Higgins and The King Incorporated by reference to Exhibit
Management Corporation......................................... 11 contained in the Schedule 13D
dated March 2, 1999 filed by Peter J.
King, The King Management Corporation
and Stephen D. Higgins
12 Press Release by Sunrise International Leasing Corporation
dated September 8, 1999........................................ Filed herewith electronically
13 Proposal Letter dated September 8, 1999 from Peter J. King
to the Board of Directors of Sunrise International
Leasing Corporation ........................................... Filed herewith electronically
</TABLE>
Page 14 of 14
<PAGE>
SUNRISE INTERNATIONAL LEASING CORPORATION ANNOUNCES
RECEIPT OF PROPOSAL FROM MANAGEMENT
GOLDEN VALLEY, Minn., Sept. 8, 1999 -- Sunrise International Leasing Corporation
(Nasdaq: SUNL) announced today that it has received a non-binding proposal from
Peter J. King to acquire all of the outstanding shares of Sunrise, other than
shares owned or controlled by Mr. King. Mr. King is Chief Executive Officer and
the Chairman of the Board of Directors of Sunrise. Mr. King and entities he
controls beneficially own 4,617,550 shares of Sunrise's Common Stock, or
approximately 59.4% of the outstanding shares.
It is contemplated that Sunrise will establish a Special Committee of the Board
of Directors to negotiate and consider this proposal. It is expected that the
Special Committee will engage counsel and financial advisors in connection with
its role.
The structure and terms of any proposed transaction between Mr. King and Sunrise
are expected to be determined through negotiations between Mr. King and the
Special Committee. The proposal is subject to, among other things, the
determination of the price and structure of the transaction and the execution of
a definitive acquisition agreement. Until execution of a definitive agreement,
Mr. King retains the right to terminate negotiations for any reason.
Sunrise does not anticipate making further announcements regarding the proposed
transaction until such time as an agreement has been reached regarding the
definitive terms of the proposed transaction or until negotiations are
terminated.
Sunrise International Leasing Corporation, established in 1989 and based in
Golden Valley, Minn., offers a wide range of leasing options to manufacturers,
distributors, resellers and to end users. Sunrise International Leasing
Corporation is traded on the Nasdaq National Market under the symbol "SUNL."
CONTACT: Peter J. King of Sunrise International Leasing Corporation,
612-593-1904
<PAGE>
[The King Management Corporation Letterhead]
September 8, 1999
Board of Directors
Sunrise International Leasing Corporation
5500 Wayzata Boulevard
Suite 725
Golden Valley, Minnesota 55416
Dear Members of the Board:
This letter is to inform you that I am interested in acquiring all of the
outstanding shares of Sunrise International Leasing Corporation that I currently
do not own or control.
I suggest that the structure and terms of the proposed transaction be determined
through negotiations between me and a newly created Special Committee of the
Board of Directors. I would contemplate that this committee would consist of all
of the disinterested members of the Company's Board of Directors. My proposal is
subject to, among other things, the determination of the price and structure of
a transaction and the execution of a definitive acquisition agreement. Until I
execute a definitive agreement, I will retain the right to terminate
negotiations for any reason.
I look forward to beginning negotiations concerning my proposal.
Sincerely,
/s/ Peter J. King
- ------------------------------
Peter J. King
Chairman of the Board
Chief Executive Officer
