<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SUNRISE INTERNATIONAL LEASING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(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)
FEBRUARY 24, 2000
(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
CUSIP No. 86769K-10-5
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1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Peter J. King
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
Not applicable.
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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
4,735,803
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NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------------
REPORTING PERSON 9) SOLE DISPOSITIVE POWER
WITH 2,186,982
-------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,735,803
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X] Excludes shares held by other group members
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.7%
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14) TYPE OF REPORTING PERSON
IN
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Page 2 0f 14
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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
The King Management Corporation
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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
WC
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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
Minnesota
- ---------------------------- --------------------------------------------------
7) SOLE VOTING POWER
352,500
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NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------------
REPORTING PERSON 9) SOLE DISPOSITIVE POWER
WITH 753,318
-------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,318
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X] Excludes shares held by other group members
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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14) TYPE OF REPORTING PERSON
CO
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Page 3 of 14
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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
Not applicable.
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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
- ---------------------------- --------------------------------------------------
7) SOLE VOTING POWER
340,358
-------------------------------------------------
NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH -------------------------------------------------
REPORTING PERSON 9) SOLE DISPOSITIVE POWER
WITH 2,889,179
-------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,889,179
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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)
43.5%
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14) TYPE OF REPORTING PERSON
IN
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Page 4 of 14
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SCHEDULE 13D
------------
This Amendment No. 3 to Schedule 13D hereby amends and supplements a
Schedule 13D dated March 2, 1999 (the "Original Statement"), as amended by
Amendment No. 1 dated September 8, 1999 ("Amendment No. 1") and Amendment No. 2
dated January 31, 2000 ("Amendment No. 2"), 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"). Mr. King, King Management and
Mr. 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, as amended by Amendment No. 1 and Amendment No. 2.
All terms used, but not defined, in this Amendment No. 3 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 to
Amendment No. 2, and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented in the following manner:
On February 24, 2000, King Management purchased a combined total of
352,500 shares of Sunrise Common Stock for an aggregate purchase price of
$1,718,437.50, less commissions and other brokerage fees. This purchase was paid
for with working capital of King Management and the shares were acquired in an
open market transaction.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented in the following manner:
As disclosed in Amendment No. 2, on January 31, 2000, King Management
entered into an agreement and plan of merger (the "Merger Agreement") with
Sunrise pursuant to which, on the terms and subject to the conditions set forth
therein, Sunrise will be merged with and into King Management (the "Merger"),
with King Management being the surviving corporation. As a result of the Merger,
stockholders of Sunrise (other than King Management or any of its direct or
indirect subsidiaries) will receive $5.25 in cash per share of Sunrise Common
Stock (the "Merger Consideration"). The Merger is subject to certain terms and
conditions, including (i) approval and adoption of the Merger Agreement by the
stockholders of Sunrise; and (ii) King Management's parent company, upon its
formation, obtaining approximately $15,000,000 under a credit facility or loan
agreement (the "Financing") and contributing such funds to King Management for
it to use to consummate the transactions contemplated by the Merger Agreement,
including the Merger and the satisfaction of all other costs and expenses
arising in connection therewith.
Page 5 of 14
<PAGE>
King Management purchased the 352,500 shares of Sunrise Common Stock on
February 24, 2000 because it had an opportunity to purchase these shares of
Sunrise Common Stock at a price per share lower than the Merger Consideration.
King Management purchased the 352,500 shares of Sunrise Common Stock at a price
per share equal to $4.875. Although King Management does not have any present
intentions to purchase any additional shares of Sunrise Common Stock, it may
from time to time, depending upon market conditions, its evaluation of Sunrise's
business and prospects and the status of the Merger, purchase additional shares
of Sunrise Common Stock in privately negotiated or open market transactions, on
such terms and at such times as King Management considers desirable.
The foregoing summaries of the purchase of 352,500 shares of Sunrise
Common Stock and the Merger Agreement are qualified in their entirety by
reference to a copy of (i) the form of Stock Purchase Agreement incorporated
by reference as Exhibit 1 to this Amendment No. 3. and incorporated herein
in its entirety by reference, and (ii) the Merger Agreement incorporated
herein by reference to Exhibit 1 to Amendment No. 2 and incorporated herein
in its entirety by reference.
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
King Management, may consider and discuss with other King Management 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.
Page 6 of 14
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is supplemented in the following manner:
(a) As of February 24, 2000, each of the Reporting Persons beneficially
owned the following amounts of Common Stock (the percentages shown are based
upon 6,636,253 shares outstanding, as set forth in the Merger Agreement):
1. Peter J. King beneficially owned 4,735,803 shares (62.7% of the
Common Stock). Mr. King has sole voting power with respect to 4,735,803 shares
and sole dispositive power with respect to 2,186,982 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 4,735,803
shares of Common Stock of which Mr. King has sole voting power are: (a) 400,818
shares of Common Stock held by King Management pursuant to the Voting Trust
Agreement; (b) 352,500 shares of Common Stock held by King Management directly,
and (c) an aggregate of 916,506 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 2,186,982 shares of
Common Stock. The 2,186,982 shares of Common Stock include: (a) an aggregate of
753,318 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, (b) 517,158 shares of Common Stock held by Mr. King individually;
(c) 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; (d) 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 (e) 125,000 shares of Common Stock
issuable pursuant to 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 and if the Merger is not completed, this option will become
immediately exercisable on June 23, 2004.
2. Stephen D. Higgins beneficially owned 2,889,179 shares (43.5% 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 (43.5% of the Common Stock).
Of these shares, 1,262,382 shares of Common Stock (19.0% of the Common Stock)
are held by the
Page 7 of 14
<PAGE>
RSK Trust, and 1,621,768 shares of Common Stock (24.4% 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.
3. King Management beneficially owned 753,318 shares (11.4% of the
Common Stock). King Management has sole voting power with respect to 352,500
shares, and does not have voting power with respect to the 400,818 shares. King
Management has sole dispositive power with respect to 753,318 shares. Pursuant
to the Voting Trust Agreement, Mr. 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.
4. The Reporting Persons beneficially owned an aggregate of
5,076,161 shares (67.2% of the Common Stock). Mr. King, King Management, the WBK
Trust and the RSK Trust beneficially owned an aggregate of 5,071,132 shares
(67.1% 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) As described in Item 4 above, on February 24, 2000, King Management
purchased a combined total of 352,500 shares of Sunrise Common Stock at a
price of $4.875 per share for a total purchase price of $1,718,437.50, less
commissions and other brokerage fees. These shares were acquired in an open
market transaction. Except for this purchase by King Management, no other
Reporting Person has effected any transactions in the Common Stock of Sunrise
during the past 60 days or since filing Amendment No. 2.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is supplemented in the following manner:
As described under "Item 4. Purpose of Transaction," on February 24, 2000,
King Management purchased the 352,500 shares of Sunrise Common Stock. In
connection with the purchase of these shares King Management entered into a
Stock Purchase Agreement, a form of
Page 8 of 14
<PAGE>
which is incorporated herein by reference to Exhibit 1 to this Amendment No. 3,
with each of the following persons pursuant to which such persons agreed to sell
to King Management a specific number of shares and to make certain
acknowledgements about the Merger: (1) Stanley Gibson, (2) Wayne Huepenbecker,
(3) Thomas Guggisberg, (4) Jim Spinner, (5) Richard Berry IRA, (6) Dominque
Berry, (7) Richard Berry Family Trust, (8) Robert Blunt, (9) Robert Thomssen,
and (10) Robert Paymar.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is supplemented in the following manner:
Exhibit 1 Form of Stock Purchase Agreement between The King Management
Corporation and each seller who participated in the sale
to King Management of the 352,500 shares of Sunrise Common
Stock on February 24, 2000.
Page 9 of 14
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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.
March 3, 2000 /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 10 of 14
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EXHIBIT INDEX
<TABLE>
<CAPTION>
- ------------------ -------------------------------------------------- -----------------------------
EXHIBIT
NO. DESCRIPTION OF EXHIBIT METHOD OF FILING
- ------------------ -------------------------------------------------- -----------------------------
<S> <C> <C>
1 Form of Stock Purchase Agreement between The Filed herewith electronically.
King Management Corporation and each seller
who participated in the sale to King Management
of the 352,500 shares of Sunrise Common Stock
on February 24, 2000 (filed herewith).
</TABLE>
page 11 of 14
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EXHIBIT 1
FORM OF STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of February ___, 2000, is
between THE KING MANAGEMENT CORPORATION, a Minnesota corporation (the "BUYER"),
and _____________________________ (the "SELLER").
A. The Seller owns ___________ shares (the "SHARES") of the common
stock of Sunrise International Leasing Corporation, a Delaware corporation
("SUNRISE").
B. The Buyer has entered into an Agreement and Plan of Merger dated as
of January 31, 2000 (the "Merger Agreement") with Sunrise pursuant to which
Sunrise has agreed to merge with the Buyer (the "Merger") and each shareholder
of Sunrise (other than the Buyer and its affiliates) will be entitled to receive
$5.25 per share.
C. Despite the pending Merger, the Seller wishes to sell and the Buyer
wishes to buy the Shares for the consideration and upon the terms and conditions
set forth below.
Accordingly, the parties agree as follows:
1. SALE AND PURCHASE OF SHARES. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties contained
in this Agreement, the Seller will sell to the Buyer, and the Buyer will
purchase from the Seller, the Shares at the price of $4.875 per share in a
brokerage transaction, less commissions and other brokerage fees. Upon receipt
of the purchase price, the Seller will deliver to the Buyer the certificate
representing the Shares, such certificate duly endorsed by the Seller or with
stock power executed in blank attached.
2. ACKNOWLEDGEMENT OF PENDING MERGER TRANSACTION. The Seller
understands and acknowledges that:
(a) The Buyer has entered into the Merger Agreement with Sunrise
pursuant to which Sunrise has agreed to merge with and into the Buyer
and each shareholder of Sunrise (other than the Buyer and its
affiliates) will be entitled to receive $5.25 per share.
(b) The Buyer and certain other shareholders of Sunrise, who
together own approximately 57.3% of the outstanding shares of Sunrise
common stock, have entered into an Agreement to Facilitate Merger
pursuant to which they agreed, among other things, to vote all of their
shares of Sunrise common stock in favor of the Merger Agreement and
against any proposal that would impede, prevent or nullify the Merger
Agreement.
(c) Sunrise filed a Current Report on Form 8-K with the SEC on
February 3, 2000 disclosing that Sunrise and the Buyer have entered into
the Merger Agreement and attaching as an exhibit the Merger Agreement
and the Agreement to Facilitate Merger.
<PAGE>
(d) Sunrise has issued two press releases in connection with the
Merger which are attached to this Agreement as Exhibit A, one of which
discloses that a class action complaint has been filed in connection
with the Merger.
3. OTHER REPRESENTATIONS AND WARRANTIES OF SELLER. In order to induce
the Buyer to enter into this Agreement and purchase the Shares, the Seller
represents and warrants to the Buyer as follows:
(a) TITLE TO SHARES. The Seller is the lawful owner of the Shares,
free and clear of all liens, encumbrances and claims of every kind, and
the delivery of such Shares by the Seller to the Buyer under this
Agreement will transfer valid title to the Buyer to the Shares, free and
clear of all liens, charges, encumbrances and claims of every kind.
There are no actions, suits or proceedings against the Seller and no
agreements, instrument, laws, rules, regulations, judgments or decrees
to which the Seller is subject affecting the title of the Seller to the
Shares or the right of the Seller to execute, deliver and perform this
Agreement.
(b) AUTHORITY. The Seller has the full legal right, power and
authority to execute and deliver this Agreement and to consummate the
transactions provided for herein or contemplated hereby. This Agreement
has been duly and validly authorized, executed and delivered by, and
constitutes the valid and binding agreement of the Seller, enforceable
in accordance with its terms.
(c) SURVIVAL. The representations, warranties, covenants and
agreements of each of the Seller and the Buyer will survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby regardless of any investigation that
may have been made at any time by or on behalf of the party to which
such representations, warranties, covenants and agreements are made.
5. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Minnesota.
(b) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNMENT. This Agreement
sets forth the entire agreement and understanding of the parties in
respect of the transactions contemplated hereby and supersedes all prior
agreements, arrangement, and understandings relating to the subject matter
hereof or thereof. All of the terms, representations and warranties of
this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors, heirs
at law, legatees, distributees, executors, administrators and other legal
representatives.
(c) FURTHER ASSURANCES. Each party to this Agreement will, on or
any time after the date hereof, execute such further documents or
instruments and take such further actions as may reasonably be requested
by any other party to this Agreement to effect the purposes of this
Agreement.
<PAGE>
The parties hereto have caused this Agreement to be duly executed on and
as of the day and year first above written.
THE KING MANAGEMENT CORPORATION [NAME OF SELLER]
- ------------------------------- -----------------------
