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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2000
FILE NO. 0-19516
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934)
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SUNRISE INTERNATIONAL LEASING CORPORATION
(Name of the Issuer)
SUNRISE INTERNATIONAL LEASING CORPORATION,
PETER J. KING,
THE KING MANAGEMENT CORPORATION,
STEPHEN D. HIGGINS, AS CO-TRUSTEE UNDER THE
WILLIAM B. KING STOCK TRUST UA DATED NOVEMBER 21, 1989 FBO WILLIAM B. KING,
STEPHEN D. HIGGINS, AS CO-TRUSTEE UNDER THE
RUSSELL S. KING STOCK TRUST UA DATED NOVEMBER 11, 1989 FBO
RUSSELL S. KING, AND PETER J. KING, AS SOLE TRUSTEE UNDER
THE VOTING TRUST UA DATED MAY 27, 1998
(Names of the Persons Filing Statement)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
86769K-10-5
(CUSIP Number of Class of Securities)
PETER J. KING
CHIEF EXECUTIVE OFFICER
SUNRISE INTERNATIONAL LEASING CORPORATION
5500 WAYZATA BLVD., SUITE 750
GOLDEN VALLEY, MINNESOTA 55416
612-593-1904
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
COPIES TO:
THOMAS R. KING BRUCE A. MACHMEIER
FREDRIKSON & BYRON, P.A. OPPENHEIMER WOLFF & DONNELLY LLP
1100 INTERNATIONAL CENTRE 45 SOUTH SEVENTH STREET
900 SECOND AVENUE SOUTH SUITE 3300
MINNEAPOLIS, MINNESOTA 55402 MINNEAPOLIS, MINNESOTA 55402
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A (17 CFR 240.14a-1 to
240.14b-1), Regulation 14C (17 CFR 240.14c-1 to 240.14c-101)
or Rule 13e-3(c) (ss. 240.13e-3(c)) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$14,000,000* $2,800**
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* The "Transaction Valuation" amount referred to above is approximately
the sum of (i) the product of 2,481,627 outstanding shares of Common
Stock (excluding 4,154,626 shares owned by King Management and its
affiliates) and $5.25, the cash price per share to be paid in the
merger, plus (ii) cash consideration of up to $792,430 to be paid for
options to purchase 400,116 shares of Common Stock being surrendered in
connection with the merger.
** In accordance with Rule 0-11 under the Securities Exchange Act of 1934,
as amended, the filing fee is determined by multiplying the Transaction
Valuation by 1/50th of 1%.
[x] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,800
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Sunrise International Leasing Corporation
Date Filed: March 10, 2000
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Statement")
is being filed jointly by Sunrise International Leasing Corporation, a Delaware
corporation ("Sunrise"), The King Management Corporation, a Minnesota
corporation ("King Management"), Peter J. King, Chief Executive Officer and
Chairman of the Board of both Sunrise and King Management ("King") Stephen D.
Higgins, as co-trustee under the William B. King Stock Trust UA dated November
21, 1989 FBO William B. King, Stephen D. Higgins, as co-trustee under the
Russell S. King Stock Trust UA dated November 11, 1989 FBO Russell S. King and
Peter J. King, as sole voting trustee under the Voting Trust UA dated May 27,
1998 in connection with a proposed merger ("Merger") of Sunrise with and into
King Management, with King Management as the surviving entity, pursuant to an
Agreement and Plan of Merger, dated January 31, 2000, between Sunrise and King
Management, as amended (the "Merger Agreement"). The Merger Agreement and the
Merger have already been approved by a special committee of Sunrise's Board of
Directors and Sunrise's Board of Directors. Sunrise's stockholders will be asked
to vote upon the approval of the Merger Agreement at a Special Meeting of the
Stockholders of Sunrise (the "Special Meeting").
This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Concurrently with the filing of this Statement, Sunrise is filing a
definitive proxy statement (the "Proxy Statement") under Regulation 14A of the
Exchange Act pursuant to which the stockholders of Sunrise will be given notice
of, and an opportunity to vote on, the Merger at the Special Meeting. The Proxy
Statement is incorporated herein by reference. Except as otherwise set forth
below, the information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference in
response to the items of this Schedule 13E-3, and the responses to each item in
this Statement are qualified in their entirety by the information contained in
the Proxy Statement and the appendices thereto. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Proxy
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth on the cover page of the Proxy
Statement and in the Proxy Statement under the caption
"SUMMARY TERM SHEET - The Companies" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under the
caption "INFORMATION CONCERNING THE SPECIAL MEETING - Record
Date and Quorum Requirement" and on the cover page of the
Proxy Statement is incorporated herein by reference.
(c)-(d) The information set forth in the Proxy Statement under
the caption "COMMON STOCK MARKET PRICE AND DIVIDEND
INFORMATION" is incorporated herein by reference.
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(e) The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - Public Offerings and Repurchases of
Common Stock" is incorporated herein by reference.
(f) The information set forth in the Proxy Statement under the
caption "COMMON STOCK PURCHASE INFORMATION" is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a)-(c) The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET - The Companies;" "CURRENT
MANAGEMENT OF SUNRISE;" "KING MANAGEMENT;" "SPECIAL FACTORS -
Interests of Certain Persons in the Merger; - Consequences of
the Merger; - Plans for Surviving Company After the Merger"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement and under the
captions "SUMMARY TERM SHEET;" "INFORMATION CONCERNING THE
SPECIAL MEETING - Vote Required;" "SPECIAL FACTORS" and "THE
MERGER AGREEMENT" is incorporated herein by reference and
Appendices A and B to the Proxy Statement are also
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET;" "INFORMATION CONCERNING THE
SPECIAL MEETING - Agreement to Facilitate the Merger;"
"SPECIAL FACTORS - Interests of Certain Persons in the
Merger;" "THE MERGER AGREEMENT - The Merger; - Treatment of
Stock Options; - Agreement to Facilitate the Merger" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND
MANAGEMENT" is incorporated herein by reference and Appendices
A and B to the Proxy Statement are also incorporated herein by
reference.
(d)-(e) The information set forth in the Proxy Statement under
the caption "APPRAISAL RIGHTS" is incorporated herein by
reference and Appendix D to the Proxy Statement is also
incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET;" "INFORMATION CONCERNING THE
SPECIAL MEETING - Agreement to Facilitate the Merger;"
"SPECIAL FACTORS - Background of the Merger; - Interests of
Certain Persons in the Merger;" "THE MERGER AGREEMENT -
Agreement to Facilitate the Merger" and "RELATED PARTY
TRANSACTIONS" is incorporated herein by reference and Appendix
B to the Proxy Statement is also incorporated herein by
reference.
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(b)-(c) The information set forth in the Proxy Statement under
the caption "SPECIAL FACTORS - Background of the Merger" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - The Merger; - Agreement to
Facilitate the Merger; - Security Ownership of Management; -
Interests of Certain Persons in the Merger;" "INFORMATION
CONCERNING THE SPECIAL MEETING - Agreement to Facilitate the
Merger;" "THE MERGER AGREEMENT;" "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "RELATED PARTY
TRANSACTIONS" is incorporated herein by reference and
Appendices A and B to the Proxy Statement are also
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Consequences of the Merger" and
"SPECIAL FACTORS - Interests of Certain Persons in the Merger;
- Consequences of the Merger; - Plans for Surviving Company
After the Merger" is incorporated herein by reference.
(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Consequences of the Merger;"
"SPECIAL FACTORS - Interests of Certain Persons in the Merger;
- Consequences of the Merger; - Plans for Surviving Company
After the Merger" and "KING MANAGEMENT" is incorporated herein
by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET - Consequences of the Merger;
- Recommendation of the Special Committee and Sunrise's Board
of Directors; Reasons for the Merger; - Interests of Certain
Persons in the Merger; - Material Federal Income Tax
Consequences;" "SPECIAL FACTORS - Background of the Merger; -
Recommendations of the Special Committee and the Board of
Directors; Reasons for the Merger; - King Management's
Purpose; Reasons for and Structure of the Merger; - Benefits
and Detriments of the Merger to Sunrise and Sunrise's
Stockholders; - Interests of Certain Persons in the Merger; -
Consequences of the Merger; - Plans for the Surviving Company
After the Merger; - U.S. Federal Income Tax Consequences" and
"THE MERGER AGREEMENT" is incorporated herein by reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Fairness Opinion of U.S.
Bancorp Piper Jaffray;" "INFORMATION CONCERNING THE SPECIAL
MEETING - Vote Required; - Agreement to Facilitate the
Merger;" "SPECIAL FACTORS - Background of the Merger; -
Recommendations of the Special Committee and Sunrise's Board
of Directors; Reasons for the Merger; - Opinion of the
Financial Advisor for the Special Committee; - Position of
King Management as to the Fairness of the Merger;" "THE MERGER
AGREEMENT;" "SELECTED HISTORICAL CONSOLIDATED FINANCIAL
INFORMATION;" "FINANCIAL PROJECTIONS;" "COMMON STOCK MARKET
PRICE AND DIVIDEND INFORMATION" and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated
herein by reference and Appendices B and C to the Proxy
Statement are also incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Fairness Opinion of U.S.
Bancorp Piper Jaffray;" and "SPECIAL FACTORS - Background of
the Merger; - Recommendations of the Special Committee and
Sunrise's Board of Directors; Reasons for the Merger; -
Opinion of the Financial Advisor for the Special Committee; -
Position of King Management as to the Fairness of the Merger;
Analysis of Financial Advisor to King Management"
is incorporated herein by reference and Appendix C to the
Proxy Statement is also incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET - The Merger; - Financing;
Source of Funds;" "SPECIAL FACTORS - Financing; Source of
Funds" and "THE MERGER AGREEMENT" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under the
captions "INFORMATION CONCERNING THE SPECIAL MEETING -
Solicitation, Revocation and Use of Proxies" and "SPECIAL
FACTORS - Fees and Expenses" is incorporated herein by
reference.
(d) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Financing; Source of Funds;"
"SPECIAL FACTORS - Financing; Source of Funds" and "THE MERGER
AGREEMENT" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Interests of Certain Persons in
the Merger;" "SPECIAL FACTORS - Interests of Certain Persons
in the Merger;" "SECURITY OWNERSHIP OF CERTAIN
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BENEFICIAL OWNERS AND MANAGEMENT" and "COMMON STOCK
PURCHASE INFORMATION" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the
caption "COMMON STOCK PURCHASE INFORMATION - Recent
Transactions" is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING;"
"INFORMATION CONCERNING THE SPECIAL MEETING" and "THE MERGER
AGREEMENT" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Recommendation of the Special
Committee and Sunrise's Board of Directors; Reasons for the
Merger;" "INFORMATION CONCERNING THE SPECIAL MEETING -
Solicitation, Revocation and Use of Proxies;" and "SPECIAL
FACTORS - Background of the Merger; - Recommendations of the
Special Committee and the Board of Directors; Reasons for the
Merger; - King Management's Purpose; Reasons for and
Structure of the Merger; - Position of King Management as to
Fairness of the Merger" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth in the Proxy Statement under the
captions "SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA" and
"DOCUMENTS INCORPORATED BY REFERENCE" is incorporated herein
by reference.
(b) The information set forth in the Proxy Statement under the
caption "PRO FORMA FINANCIAL INFORMATION" is incorporated
herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)and(b) The information set forth in the Proxy Statement under
the caption "INFORMATION CONCERNING THE SPECIAL MEETING -
Solicitation, Revocation and Use of Proxies" is incorporated
herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Stockholder Lawsuit Challenging
the Merger;" "FINANCIAL PROJECTIONS" and "SPECIAL FACTORS -
Stockholder Lawsuit Challenging the Merger" is incorporated
herein by reference.
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ITEM 16. EXHIBITS.
(a) Definitive Proxy Statement, including all appendices thereto,
and related Notice of Special Meeting of Stockholders, as
amended (incorporated herein by reference to the Definitive
Proxy Statement, filed concurrently with this Statement).
(b) Letter dated April 27, 2000 from LaSalle Bank N.A. relating to
loan commitment.
(c)(1) Fairness Opinions of U.S. Bancorp Piper Jaffray (incorporated
herein by reference to Appendix C to the Proxy Statement filed
as Exhibit (a) to this Statement).
(c)(2) Fairness Opinion Presentation to the Special Committee of the
Board of Directors of Sunrise prepared and presented by U.S.
Bancorp Piper Jaffray dated January 27, 2000 (previously filed).
(c)(3) Report of Greene Holcomb & Fisher LLC dated September 7, 1999.
(c)(4) Report of Greene Holcomb & Fisher LLC dated April 20, 2000.
(d)(1) Agreement and Plan of Merger, dated January 31, 2000, between
Sunrise and King Management, as amended on May 25, 2000
(incorporated herein by reference to Appendix A to the Proxy
Statement filed on Exhibit (a) to this Statement.
(d)(2) Agreement to Facilitate Merger, dated 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 herein by reference to Exhibit 2.2 to
Sunrise's Current Report on Form 8-K filed with the SEC on
February 3, 2000).
(d)(3) Voting Trust Agreement dated 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 herein
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)).
(f) Statement of Appraisal Rights and Procedures (incorporated
herein by reference to Appendix D to the Proxy Statement filed
as Exhibit (a) to this Statement).
(g) None.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
SUNRISE INTERNATIONAL LEASING CORPORATION
By /s/ Peter J. King
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Peter J. King
Chief Executive Officer
THE KING MANAGEMENT CORPORATION
By /s/ Peter J. King
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Peter J. King
Chief Executive Officer
/s/ Peter J. King
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Peter J. King
THE WILLIAM B. KING STOCK TRUST UA
DATED NOVEMBER 21, 1989 FOR THE
BENEFIT OF WILLIAM B. KING
/s/ Stephen D. Higgins
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Stephen D. Higgins
Co-Trustee
/s/ William B. King
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William B. King
Co-Trustee
THE RUSSELL S. KING STOCK TRUST UA
DATED NOVEMBER 11, 1989 FOR THE
BENEFIT OF RUSSELL S. KING
/s/ Stephen D. Higgins
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Stephen D. Higgins
Co-Trustee
/s/ Russell S. King
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Russell S. King
Co-Trustee
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VOTING TRUST UA DATED MAY 27, 1998
/s/ Peter J. King
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Peter J. King
Sole Voting Trustee
Dated: May 31, 2000
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EXHIBIT INDEX
<TABLE>
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT FILING METHOD
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<S> <C> <C>
(a) Definitive Proxy Statement, including all Incorporated herein by reference to the
appendices thereto, and related Notice of Definitive Proxy Statement, filed
Special Meeting of Stockholder concurrently with this Statement
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(b) Letter dated April 27, 2000 from LaSalle Previously filed
Bank N.A. relating to loan commitment.
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(c)(1) Fairness Opinions of U.S. Bancorp Piper Incorporated herein by reference to
Jaffray Appendix C to the Proxy Statement
filed as Exhibit (a) to this Statement
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(c)(2) Fairness Opinion Presentation to the Special Previously filed
Committee of the Board of Directors of
Sunrise prepared and presented by U.S.
Bancorp Piper Jaffray dated January 27, 2000
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(c)(3) Report of Greene Holcomb & Fisher LLC Previously filed
dated September 7, 1999.
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(c)(4) Report of Greene Holcomb & Fisher LLC Previously filed
dated April 20, 2000.
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(d)(1) Agreement and Plan of Merger, dated January Incorporated herein by reference to
31, 2000, between Sunrise and King Appendix A to the Proxy Statement
Management, as amended on May 25, 2000 filed as Exhibit (a) to this Statement.
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(d)(2) Agreement to Facilitate Merger, dated Incorporated herein by reference to
January 31, 2000, by and among King Exhibit 2.2 to Sunrise's Current
Management, Peter J. King, Stephen D. Report on Form 8-K filed with the SEC
Higgins, as trustee under each of the on February 3, 2000
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
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(d)(3) Voting Trust Agreement dated May 27, 1998 Incorporated herein by reference to
among Peter J. King, The King Management Exhibit 1 contained in Amendment No. 5 to
Corporation, the William B. King Stock Schedule 13D dated May 28, 1998 filed
Trust, the Russell S. King Stock Trust and by Peter J. King (File No. 5-42174)
the Peter J. King 1996 Grantor Retained
Annuity Trust
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(f) Statement of Appraisal Rights and Procedures Incorporated herein by reference to
Appendix D to the Proxy Statement
filed as Exhibit (a) to this Statement.
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