<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
------------------
Date of Report (Date of earliest event reported):
JUNE 28, 2000
-------------------
SUNRISE INTERNATIONAL LEASING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-19516 41-1632858
(State or Other (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
5500 WAYZATA BOULEVARD, SUITE 725
GOLDEN VALLEY, MINNESOTA 55416
(Address of principal executive offices) (Zip Code)
(612) 593-1904
(Company's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On June 28, 2000 (the "Effective Date"), Sunrise International Leasing
Corporation ("Sunrise") consummated a merger (the "Merger") with The King
Management Corporation ("King Management") pursuant to an Agreement and Plan of
Merger by and between Sunrise and King Management dated as of January 31, 2000,
as amended on May 25, 2000. The Merger was approved by Sunrise's stockholders at
a meeting held on June 28, 2000. The Merger became effective on June 28, 2000
after the filing of the Articles of Merger with the Secretary of State of the
State of Minnesota and the Certificate of Merger with the Secretary of State of
the State of Delaware. As a result of the Merger, each share of common stock of
Sunrise outstanding immediately prior to the Merger, other than shares held by
King Management (or any direct or indirect subsidiary) and stockholders who did
not vote in favor of the Merger and who properly exercised and perfected their
demand for appraisal rights in accordance with Section 262 of the Delaware
General Corporation Law, converted into the right to receive $5.25 in cash. In
addition, holders of vested options granted under Sunrise's option plan to
acquire shares of common stock of Sunrise became entitled to receive a cash
settlement, net of withholding taxes, equal to the product of (1) $5.25 less the
exercise price of such options and (2) the number of shares subject to such
holder's options that have vested as of the Effective Date.
The amount of funds required to (1) fund the payment of the merger
consideration and option consideration; and (2) pay the fees and expenses in
connection with the Merger is estimated to be approximately $15 million. The
transaction was financed by approximately $15 million of proceeds from new term
loan entered into between the parent company of King Management, which was
renamed "The King Management Corporation" after the Merger, and LaSalle Bank
N.A. In addition, the parent company of King Management also received a loan of
subordinated debt from Vanguard Investments, LLC, a Minnesota limited liability
company, in the amount of $5.3 million, which in turn was loaned by parent
company to King Management as subordinated debt, in each case to satisfy certain
funding and capitalization requirements of the lenders to each of them.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of January
31, 2000 (incorporated by reference to Exhibit 2.1
to Sunrise's Current Report on Form 8-K filed with
the Securities and Exchange Commission on February
3, 2000)
2.2 Amendment No. 1 to Agreement and Plan of Merger
dated as of May 25, 2000 (incorporated by reference
to Exhibit (d)(1) to Sunrise's Schedule 13E-3 filed
with the Securities and Exchange Commission on May
31, 2000)
2
<PAGE> 3
2.3 Agreement to Facilitate Merger dated as of January
31, 2000, by and among King Management, Peter J.
King, Stephen D. Higgins, as trustee under each of
the William B. King Stock Trust UA Dated November
21, 1989 FBO William B. King and the Russell S.
King Stock Trust UA Dated November 11, 1989 FBO
Russell S. King, and Stephen D. Higgins, as sole
trustee under each of the Separate Trust FBO
William B. King UA Dated April 28, 1995, the
Separate Trust FBO Russell S. King UA Dated April
28, 1995, the GST Trust FBO William B. King UA
Dated April 28, 1995 and the GST Trust FBO Russell
S. King UA Dated April 28, 1995 (incorporated by
reference to Exhibit 2.2 to Sunrise's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on February 3, 2000)
99.1 Press Release dated June 28, 2000 (filed herewith)
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNRISE INTERNATIONAL LEASING
CORPORATION
By: /s/ Peter J. King
-------------------------------------
Peter J. King
President and Chief Executive Officer
Dated: June 28, 2000
4
<PAGE> 5
SUNRISE INTERNATIONAL LEASING CORPORATION
FORM 8-K
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of January 31, 2000
between Sunrise and King Management (incorporated by
reference to Exhibit 2.1 to Sunrise's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on February 3, 2000)
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as
of May 25, 2000 (incorporated by reference to Exhibit (d)
(1) to Sunrise's Schedule 13E-3 filed with the Securities
and Exchange Commission on May 31, 2000)
2.3 Agreement to Facilitate Merger dated as of January 31,
2000, by and among King Management, Peter J. King, Stephen
D. Higgins, as trustee under each of the William B. King
Stock Trust UA Dated November 21, 1989 FBO William B. King
and the Russell S. King Stock Trust UA Dated November 11,
1989 FBO Russell S. King, and Stephen D. Higgins, as sole
trustee under each of the Separate Trust FBO William B.
King UA Dated April 28, 1995, the Separate Trust FBO
Russell S. King UA Dated April 28, 1995, the GST Trust FBO
William B. King UA Dated April 28, 1995 and the GST Trust
FBO Russell S. King UA Dated April 28, 1995 (incorporated
by reference to Exhibit 2.2 to Sunrise's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on February 3, 2000)
99.1 Press Release dated June 28, 2000 (filed herewith)
