<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
March 2, 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 15
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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
4,617,550
--------------------------------------------------------
8) SHARED VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 2,068,729
REPORTING PERSON --------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,617,550
- -------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
Page 2 of 15
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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
630,000
--------------------------------------------------------
8) SHARED VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 1,030,818
REPORTING PERSON --------------------------------------------------------
WITH 10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,818
- -------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2% (3)
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
Page 3 of 15
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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 9) SOLE DISPOSITIVE POWER
OWNED BY EACH 2,889,179
REPORTING PERSON ---------------------------------------------------------
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]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% (3)
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
Page 4 of 15
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SCHEDULE 13D
This Schedule 13D supersedes and replaces in its entirety: (1) the
Schedule 13D dated February 13, 1995 filed by Peter J. King, and all
amendments thereto (File No. 5-42174), and (2) the Schedule 13D dated
February 13, 1995 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, and the Russell S. King Stock Trust UA dated
November 11, 1989 for the benefit of Russell S. King, and all amendments
thereto (File No. 5-42174).
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock"), of Sunrise International Leasing
Corporation, a Delaware corporation formerly known as Sunrise Resources,
Inc., a Minnesota corporation ("Sunrise"). The address of the principal
executive offices of Sunrise is 5500 Wayzata Boulevard, Suite 725,
Minneapolis, Minnesota 55416.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is 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"). Peter J. King, King Management and
Stephen D. Higgins are sometimes collectively referred to herein as the
"Reporting Persons."
(b) The principal business address of Peter J. King and King Management
is 5500 Wayzata Boulevard, Suite 750, Minneapolis, Minnesota 55416. The
principal business address of Stephen D. Higgins is 23785 Strehler Road,
Loretto, Minnesota 55357. King Management is a Minnesota corporation and is
principally engaged in the leasing of computer and other technology
equipment, the sale of software and operating coin operated copiers. King
Management's principal business address is 5500 Wayzata Boulevard, Suite 750,
Minneapolis, Minnesota 55416.
(c) Peter J. King is Chief Executive Officer and Chairman of the Board
of Directors of Sunrise. The principal business of Sunrise is leasing and
selling capital equipment. Mr. King is also Chief Executive Officer, Chairman
of the Board of Directors and a principal shareholder of King Management, a
corporation principally engaged in the leasing of computer and other
technology equipment, the sale of software and operating coin operated
copiers. Stephen D. Higgins 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.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Page 5 of 15
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(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violation with respect to such laws.
(f) Both Mr. King and Mr. Higgins are United States citizens.
Information called for by Items 2-6 of this Schedule 13D concerning the
directors and executive officers of King Management is set forth in Exhibit 1
attached hereto and incorporated herein by this reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 2, 1999, King Management purchased 630,000 shares of Common
Stock of Sunrise at a purchase price of $4.35 per share, an aggregate
purchase price of $2,740,500, one-third of which is payable on each of March
3, 1999, April 2, 1999 and May 3, 1999. The purchase was made in a private
transaction pursuant to a Purchase and Sale Agreement dated March 2, 1999
(the "Purchase Agreement") between Heartland Advisors, Inc., in its capacity
as investment advisor for and on behalf of the Heartland Value Fund, and King
Management. Corporate funds of King Management in the amount of
approximately $2,740,500 were used to purchase the 630,000 shares. In
addition, corporate funds of King Management in the amount of $31,500 were
used to pay a consulting fee to the seller's agent in connection with the
transaction. No funds used to purchase any of the shares of Common Stock
reported on this statement were borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
On October 8, 1998, the Board of Directors of Sunrise approved a stock
repurchase program to purchase, from time to time, up to $5 million of Common
Stock. In February 1999, a shareholder of Sunrise indicated a desire to sell
a block of 630,000 shares of Common Stock of Sunrise back to Sunrise in a
private transaction. At that time, Sunrise was not able to obtain the funds
required to repurchase the 630,000 shares. As an alternative, King
Management offered to repurchase the 630,000 shares with the understanding
that Sunrise would eventually repurchase the shares from King Management at
the same price at which King Management purchased the shares and reimburse
King Management for any brokerage fees or commissions or consulting fees
incurred. Peter J. King, who is the Chief Executive Officer, Chairman of the
Board of Directors and a principal shareholder of King Management, is also
the Chief Executive Officer and Chairman of the Board of Directors of
Sunrise. On March 2, 1999, King Management entered into the Purchase
Agreement with the holder of the 630,000 shares to purchase such shares at a
purchase price of $4.35 per share, an aggregate purchase price of $2,740,500,
one-third of which is payable on each of March 3, 1999, April 2, 1999 and May
3, 1999. King Management and Sunrise have agreed orally that King Management
will sell and Sunrise will repurchase the 630,000 shares purchased by King
Management at a price of $4.35 per share and
Page 6 of 15
<PAGE>
reimburse King Management for the $31,500 in consulting fees incurred. The
parties have not, however, as of the date hereof entered into a definitive
written agreement.
The Reporting Persons 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 their 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, the Reporting Persons may also determine to dispose
of some or all of the Common Stock, depending on various similar
considerations. 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 has 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.
(a) As of March 2, 1999, each of the Reporting Persons beneficially
owned the following amounts of Common Stock (the percentages shown are based
upon 7,259,396 shares outstanding, as set forth in Sunrise's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1998):
1. Peter J. King beneficially owned 4,617,550 shares (59.4% of the
Common Stock). Mr. King has sole voting power with respect to 4,617,550
shares and sole dispositive power with
Page 7 of 15
<PAGE>
respect to 2,068,729 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"), described in more detail in Item 6, 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 4,617,550 shares of Common Stock of which Mr. King has sole voting
power are: (a) 630,000 shares of Common Stock held by King Management
outside the Voting Trust Agreement; and (b) an aggregate of 520,753 shares of
Common Stock issuable pursuant to outstanding options held by Mr. King that
are fully exercisable.
Mr. King has sole dispositive power with respect to 2,068,729
shares of Common Stock. The 2,068,729 shares of Common Stock include: (a)
517,158 shares of Common Stock held by Mr. King individually; (b) 270,753
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 1,030,818 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
270,753 shares of Common Stock that was granted by Sunrise to Mr. King on
June 18, 1997 and is exercisable beginning on June 18, 2001 or 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
Page 8 of 15
<PAGE>
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.
3. King Management beneficially owned 1,030,818 shares (14.2% of
the Common Stock). King Management has sole voting power with respect to
630,000 shares and sole dispositive power with respect to 1,030,818 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 630,000 shares of
Common Stock held outside the Voting Trust Agreement and sole dispositive
power with respect to all 1,030,818 shares of Common Stock held by King
Management.
4. The Reporting Persons beneficially owned an aggregate of
4,957,908 shares (63.7% of the Common Stock). These shares include 630,000
shares owned directly by King Management as to which Mr. King, as Chief
Executive Officer and Chairman of the Board of King Management, has sole
voting power, and an aggregate of 2,949,639 shares owned directly by King
Management, the RSK Trust and the WBK Trust, as to which Mr. King has sole
voting power pursuant to the Voting Trust Agreement.
(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) None of the Reporting Persons has effected any transactions in the
Common Stock of Sunrise during the past 60 days, except for the purchase by
King Management of 630,000 shares of Common Stock on March 2, 1998 in a
private transaction for $4.35 per share, as described in Item 3.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described under "Item 4. Purpose of Transaction," on March 2, 1999,
King Management entered into the Purchase Agreement with the holder of the
630,000 shares to purchase such shares at a purchase price of $4.35 per
share, an aggregate purchase price of $2,740,500, one-third of which is
payable on each of March 3, 1999, April 2, 1999 and May 3, 1999. King
Management and Sunrise have agreed orally that King Management will sell and
Sunrise will repurchase the 630,000 shares purchased by King Management at a
price of $4.35 per share and
Page 9 of 15
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reimburse King Management for the $31,500 in brokerage fees, commissions and
consulting fees incurred. The parties, however, have not as of the date
hereof entered into a definitive written agreement. See "Item 4. Purpose of
Transaction" for more detail.
Mr. King, King Management, the WBK Trust and the RSK Trust
(collectively, the "Shareholders") are parties to 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 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 7 to this Schedule 13D, and which is incorporated herein by
this reference.
Page 10 of 15
<PAGE>
Sunrise has granted Peter J. King options to purchase an aggregate of
1,191,506 shares pursuant to several option agreements, copies of which have
been filed as Exhibits to this Schedule 13D and are incorporated herein by
this reference. See Item 5(a) above.
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 Stephen D.
Higgins pursuant to an Appointment of Proxy dated September 26, 1996, a copy
of which has been filed as Exhibit 3 to this Schedule 13D and is incorporated
herein by this reference. 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 a Delegation of Trustee Powers dated
September 10, 1997, a copy of which has been filed as Exhibit 6 to this
Schedule 13D and is incorporated herein by this reference. See Item 5(a)
above.
Each of the Reporting Persons entered into a Shareholders Agreement with
Sunrise pursuant to which, among other things, Sunrise granted certain
registration rights with respect to shares of Common Stock of Sunrise held by
the Reporting Persons. A copy of the Shareholder Agreement has been filed as
Exhibit 2 to this Schedule 13D and is incorporated herein by this reference.
Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this Schedule 13D, and any amendment or amendments hereto, a copy
of which has been filed as Exhibit 11 to this Schedule 13D and is
incorporated herein by this reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of Sunrise.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 1 Information concerning directors and executive officers of The
King Management Corporation (filed herewith).
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
Page 11 of 15
<PAGE>
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 (filed
herewith).
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).
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 (filed herewith).
Exhibit 11 Agreement among Peter J. King, Stephen D. Higgins and The King
Management Corporation (filed herewith).
</TABLE>
Page 12 of 15
<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.
March 19, 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 13 of 15
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
1 Information concerning directors and
executive officers of The King Management
Corporation................................ Filed herewith electronically
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 Incorporated by reference
of the other ILC shareholders listed on to Exhibit B contained in
Schedule 1 thereto (incorporated by Schedule 13D dated
reference to Exhibit B contained in February 13, 1995 filed
Schedule 13D dated February 13, 1995 filed by Peter J. King (File
by Peter J. King (File No. 5-42174))....... No. 5-42174)
3 Appointment of Proxy dated September 26, Incorporated by reference
1996, by William B. King and Stephen D. to Exhibit F contained in
Higgins, as Trustees under the William B. Amendment No. 1 to
King Stock Trust dated November 21, 1989 Schedule 13D dated May 1,
for the benefit of William B. King......... 1996 filed by Peter J.
King (File No. 5-42174)
4 Stock Option Agreement dated June 18, 1997 Incorporated by reference
executed by Sunrise International Leasing to Exhibit 10.2 contained
Corporation in favor of Peter J. King...... in Sunrise International
Leasing Corporation's
Quarterly Report on Form
10-Q for the quarter
ended December 31, 1997
(File No. 0-19516)
5 Stock Option Agreement dated June 18, 1997 Incorporated by reference
executed by Sunrise International Leasing to Exhibit 10.3 contained
Corporation in favor of Peter J. King...... in Sunrise International
Leasing Corporation's
Quarterly Report on Form
10-Q for the quarter
ended December 31, 1997
(File No. 0-19516)
Page 14 of 15
<PAGE>
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 (filed herewith)................ Filed herewith electronically
7 Voting Trust Agreement dated as of May 27, Incorporated by reference
1998 among Peter J. King, The King to Exhibit 1 contained in
Management Corporation, the William B. King Amendment No. 5 to
Stock Trust, the Russell S. King Stock Schedule 13D dated May
Trust and the Peter J. King 1996 Grantor 28, 1998 filed by Peter
Retained Annuity Trust..................... J. King (File No. 5-
42174).
8 Stock Option Agreement effective as of June Incorporated by reference
23, 1998 executed by the Company in favor to Exhibit 1 contained in
of Peter J. King........................... 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 Incorporated by reference
23, 1998 executed by the Company in favor to Exhibit 2 contained in
of Peter J. King........................... 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 Heartland Advisors, Inc., in its
capacity as investment advisor for and on
behalf of the Heartland Value Fund, and The
King Management Corporation................ Filed herewith electronically
11 Agreement among Peter J. King, Stephen D.
Higgins and The King Management
Corporation................................ Filed herewith electronically
</TABLE>
Page 15 of 15
<PAGE>
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF
THE KING MANAGEMENT CORPORATION
The names and present principal occupations of the directors and executive
officers of The King Management Corporation are set forth below. During the
last five years, none of the individuals has been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors) or has
been a party to any civil proceeding of a judicial or administrative body as
a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding violations
with respect to such laws. All of the individuals listed below are citizens
of the United States.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
POSITION WITH PRESENT PRINCIPAL SHARES OF DESCRIPTION OF ANY
THE KING OCCUPATION OR SUNRISE CONTRACT,
MANAGEMENT EMPLOYMENT BUSINESS BENEFICIALLY ARRANGEMENT,
NAME CORPORATION ADDRESS OWNED UNDERSTANDING OR
RELATIONSHIP WITH
RESPECT TO ANY
SECURITIES OF SUNRISE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter J. King Chief Executive Chief Executive 5500 Wayzata 4,617,550 Item 6 of this
Officer and Officer and Blvd., Suite (Item 5 of this Schedule 13D is
Chairman of the Chairman of the 750 Schedule 13D is incorporated herein
Board Board of Sunrise Minneapolis, incorporated by reference.
International MN 55416 herein by
Leasing Corporation reference.)
("Sunrise")
- ---------------------------------------------------------------------------------------------------------------------
Stephen D. Higgins Director, Owner, Stephen D. 23785 2,889,179 Item 6 of this
Secretary Higgins, Assoc. Strehler (Item 5 of this Schedule 13D is
Road, Schedule 13D is incorporated herein
Loretto, MN incorporated by reference.
55357 herein by
reference.)
- ---------------------------------------------------------------------------------------------------------------------
William B. King Director President, 435 Locust, 1,621,768 Item 6 of this
Equipment Leasing #8, San (Item 5 of this Schedule 13D is
Consultants, Francisco, Schedule 13D is incorporated herein
CA 94118 incorporated by reference.
herein by
reference.)
- ---------------------------------------------------------------------------------------------------------------------
Russell S. King Director Funding Manager, 90 S. 1,262,382 Item 6 of this
Dougherty Funding, Seventh St., (Item 5 of this Schedule 13D is
LLC Suite 4500, Schedule 13D is incorporated herein
Minneapolis, incorporated by reference.
MN 55402 herein by
reference.)
- ---------------------------------------------------------------------------------------------------------------------
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------
Jeffrey G. Jacobsen Director Executive Vice 5500 Wayzata 5,029 Mr. Jacobsen was
President & CFO of Blvd., Suite granted an option to
Sunrise 750 purchase 100,000
Minneapolis, shares of Common
MN 55416 Stock of Sunrise on
June 22, 1998
pursuant to an
option agreement.
- ---------------------------------------------------------------------------------------------------------------------
James C. Teal Assistant Controller of 5500 Wayzata 3,017 Mr. Teal was granted
Secretary Sunrise Blvd., Suite an option to
750 purchase 10,000
Minneapolis, shares of Common
MN 55416 Stock of Sunrise on
June 22, 1998
pursuant to an
option agreement.
- ---------------------------------------------------------------------------------------------------------------------
Kenneth J. Preble Director President at GE 2000 Power 0 None.
Capital Info. St., #1050,
Technology Emeryville,
Solutions CA 94608
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 6
DELEGATION OF TRUSTEE POWERS
FOR SHARES OF SUNRISE RESOURCES, INC. HELD BY
RUSSELL S. KING STOCK TRUST DATED NOVEMBER 11, 1989
Pursuant to Article 8, Section D of the Russell S. King Stock Trust, dated
November 11, 1989 (the "Trust"), I hereby delegate to my co-trustee, Stephen
D. Higgins, all of my rights, powers and authority as a trustee with respect
to the shares of Sunrise Resources, Inc. held by the Trust.
Date: 9/10/97 By: Russell S. King
---------------------------------
Russell S. King
<PAGE>
EXHIBIT 10
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into this
2nd day of March, 1999, by and among Heartland Advisors, Inc. ("Heartland"),
in its capacity as investment adviser for and on behalf of the Heartland
Value Fund (the "Fund"), a duly designated mutual fund series of Heartland
Group, Inc. ("Heartland Group"), a registered open-end series investment
company, and King Management Corporation ("Purchaser").
1. SALE OF STOCK. Subject to the terms and conditions contained
herein, Heartland hereby sells, assigns and transfers to the Purchaser
630,000 shares of the Common Stock $0.01 par value (the "Common Stock") of
Sunrise International Leasing corporation ("Sunrise") at a purchase price of
$4.35 per share, or an aggregate purchase price of $2,740,500, with payment
to be made by wire transfer of immediately available funds as follows:
a. Payment of $913,500 on March 3, 1999, by 1:00 p.m. Central Time.
b. Payment of $913,500 on April 2, 1999, by 1:00 p.m. Central Time.
c. Payment of $913,500 on May 3, 1999, by 1:00 p.m. Central Time.
It is understood that time is of the essence to this transaction. If any of
the above payments are not made on the date provided in accordance with the
instructions listed in Section 4 below, Heartland may cancel this Agreement
with respect to the Common Stock to be transferred on such date and any
subsequent payment or delivery date.
With respect to each payment listed above, promptly upon Heartland's receipt
of notices from Firstar Bank Milwaukee, N.A. ("Firstar") that Firstar has
received such payment, Heartland shall instruct Firstar to deposit 210,000
shares of Common Stock with the Depository Trust Company ("DTC") to allow the
trade to settle normal-way through DTC electronic settlement.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. Purchaser
acknowledges, covenants and represents to Heartland as follows:
a. Purchaser is a corporation, duly organized and in good standing under
the laws of the State of Minnesota. The execution and performance of
this Agreement by Purchaser has been duly authorized by all necessary
corporate action of Purchaser and does not require the consent or
authority of any governmental body, regulatory authority or any other
person.
b. Purchaser is an entity controlled by Peter J. King, who is also a
control person of Sunrise. Consummation of the transactions
contemplated by this Agreement will not violate any provisions of the
Securities Act of 1933, Securities Exchange Act of 1934, or any
regulation or order issued under either. Purchaser and Peter J. King
will report the transactions contemplated by this Agreement as
required under the Securities Exchange Act of 1934.
<PAGE>
c. Peter J. King, as a control person, Director, Chief Executive Officer,
and Chief Financial Officer of Sunrise, is:
i. A sophisticated investor;
ii. Fully familiar with Sunrise and its business;
iii. Has such knowledge and experience in financial and business
matters that he is capable of evaluating on behalf of Purchaser,
and has so evaluated the merits and risks of purchasing Sunrise's
Common Stock and of making an informed investment decision.
d. Purchaser is purchasing the Sunrise Common Stock for investment
purposes and not with a view to distribution.
e. In entering into this Agreement, Purchaser has relied on its own
evaluation of Sunrise, including the merits and risks involved, with
respect to the Sunrise Common Stock being purchased hereunder by it
and is not relying on any statements or representations made by
Heartland or any information provided by Heartland with respect to
these matters.
f. Purchaser is not an "affiliated person" or "principal underwriter" of
Heartland Group or the Fund, nor is Purchaser an "affiliated person"
of any such affiliated person or principal underwriter as those terms
are defined in the Investment Company Act of 1940, as amended.
g. No consent, approval or authorization of or permit or license from or
registration with or notice to any governmental or public body or
authority or any third party is required to be obtained or given in
connection with this purchase by Purchaser of the Sunrise Common Stock
contemplated hereby or the making or performance of the Agreement by
Purchaser or any document or instruments relating thereto, except
Purchaser's and Peter J. King's reporting obligations to the
Securities and Exchange Commission under the Securities Exchange Act
of 1934.
h. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, PURCHASER MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE,
AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY
REPRESENTATIONS OR WARRANTIES AS TO THE FINANCIAL CONDITION, RESULTS
OF OPERATIONS OR FUTURE PROSPECTS OF SUNRISE OR THE PRESENT OR FUTURE
VALUE OF THE SUNRISE COMMON STOCK.
3. REPRESENTATIONS AND WARRANTIES OF HEARTLAND. Heartland hereby
represents to Purchaser:
a. Heartland Group, a duly organized and validly existing Maryland
corporation, is an open-end, series management investment company
registered under the 1940
<PAGE>
Act. The Fund is a duly designated and existing mutual fund series
of Heartland Group.
b. Heartland is a corporation duly organized and existing under the laws
of the State of Wisconsin and is registered as an investment adviser
under the Investment Advisors Act of 1940, as amended. Heartland is
the duly appointed investment adviser of the Fund with full
discretionary dispositive power and authority over all investment
securities owned by the Fund, including the Sunrise Common Stock.
Heartland has full power and authority to enter into and perform this
Agreement on behalf of the Fund. Neither the execution nor delivery
of this Agreement nor the performance of any provisions of this
Agreement is in contravention or conflict with any law or regulation
or any term or provision of Heartland Group's or Heartland's articles
or bylaws and is duly authorized and does not require the consent or
authority of any governmental body, regulatory authority or any other
person or entity.
c. The Fund owns the Sunrise Common Stock free and clear of any lien or
encumbrance and has the authority to transfer the Common Stock, as set
forth above. The Fund has validly delegated this authority to
Heartland as the Fund's investment adviser. Upon payment in
accordance with the terms of this Agreement, Purchaser shall receive
title to the Common Stock free and clear of any lien or encumbrance of
any kind.
d. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, HEARTLAND MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE,
AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH
REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION ANY
REPRESENTATIONS OR WARRANTIES AS TO THE FINANCIAL CONDITION, RESULTS
OF OPERATIONS OR FUTURE PROSPECTS OF SUNRISE OR THE PRESENT OR FUTURE
VALUE OF THE SUNRISE COMMON STOCK.
4. PAYMENT FOR AND DELIVERY OF COMMON STOCK. At each date and time
provided in paragraph 1 above, Purchaser shall pay by wire transfer of
immediately available funds in accordance with the following instructions:
Wiring Instructions
Firstar Bank Milwaukee, N.A.
ABA 075000022
For Credit to Account 112-950-027
For Further Credit to Firstar/Heartland Value Fund - A/C 00002042800
Attention: Accounting Department
<PAGE>
5. FURTHER ASSURANCES. The parties will execute and deliver to each
other any document or do any act or thing which one of the parties may
reasonably request in connection with the purchase and sale of the Sunrise
Common Stock.
6. CONSULTING FEE. Purchaser will, in addition to the consideration
for the Common Stock to be paid to Heartland, pay a consulting fee of $31,500
to Dougherty Summit Securities LLC ("Dougherty") as Heartland's agent in
connection with the transactions contemplated by this Agreement. This
payment will be made to Dougherty on March 2, 1999, at its Minneapolis
offices. The payment to Dougherty by Purchaser is in addition to the
purchase price to be paid to Heartland by Purchaser for the Common Stock and
will not be subject to offset.
7. CAPTIONS AND HEADINGS. The headings throughout this Agreement are
for conveniences of reference only and shall in no way be deemed to define,
limit or add to any provision of this Agreement.
8. ENTIRE AGREEMENT. This Agreement states the entire agreement and
understanding of the parties and shall supersede all prior agreements and
understandings. No amendment to this Agreement shall be made without the
written approval of all parties.
9. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof,
which shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
10. GOVERNING LAW. This Agreement shall be governed by and construed
by and construed in accordance with the internal laws of the State of
Wisconsin.
11. NOTICES. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed
to have been duly given when hand delivered or sent by fax provided a copy is
mailed, addressed to the parties as follows: to Heartland Advisors, Inc.,
790 North Milwaukee Street, Milwaukee, Wisconsin 53202, Attention:
Christopher R. Long, Associate Counsel, fax number (414-347-0216); to
Purchaser in care of Peter J. King, 5500 Wayzata Boulevard, Suite 725, The
Colormade, Golden Valley, Minnesota, 55416.
12. QUARLES & BRADY LLP REPRESENTATION. Purchaser acknowledges that
Quarles & Brady LLP is acting solely as counsel to Heartland and the Fund and
that Purchaser has counsel other than Quarles & Brady LLP.
13. COUNTERPARTS. This Agreement may be executed in counterparts, by
fax or otherwise, which shall be deemed to constitute one and the same
instrument.
14. SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by
either party without the prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto, and, to the extent allowed hereby, to their respective successors and
assigns.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year above first written.
HEARTLAND ADVISORS, INC. on behalf
of Heartland Value Fund
By: /s/ Name Illegible
-----------------------------------
Its: Senior Vice President
------------------------------
KING MANAGEMENT CORPORATION
By: /s/ Peter J. King
-----------------------------------
Its: CEO
------------------------------
<PAGE>
EXHIBIT 11
AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of the common stock of Sunrise
International Leasing Corporation is being filed by and on behalf of each of
the persons named below. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
March 19, 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
