<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 31, 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
- --------------------------------------------------------------------------------
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
4,383,303
--------------------------------------------------
NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH --------------------------------------------------
REPORTING PERSON 9) SOLE DISPOSITIVE POWER
WITH 1,834,482
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,383,303
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X ] Excludes shares held by other group members
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
Page 2 of 14
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SCHEDULE 13D
CUSIP No. 86769K-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
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
-0-
--------------------------------------------------
NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH --------------------------------------------------
REPORTING PERSON 9) SOLE DISPOSITIVE POWER
WITH 400,818
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,818
- --------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X ] Excludes shares held by other group members
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
Page 3 of 14
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SCHEDULE 13D
CUSIP No. 86769K-10-5
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Stephen D. Higgins
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
Not applicable.
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
340,358
--------------------------------------------------
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
- --------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
Page 4 of 14
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SCHEDULE 13D
This Amendment No. 2 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"), 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. All terms used, but not
defined, in this Amendment No. 2 are as defined in the Original Statement. The
summary descriptions contained herein of certain agreements and documents are
qualified in their entirety by reference to the complete text of such agreements
and documents filed as Exhibits hereto or incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented in the following manner:
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. In connection with the transactions contemplated by the Merger
Agreement, the Reporting Persons and all of the shareholders of King Management
will reorganize their common stock ownership of Sunrise and King Management in
order to (i) create a new holding company (the "Parent") to hold all of the
outstanding common stock of King Management, and (ii) in the case of all of the
stockholders of Sunrise (other than King Management), eliminate their Sunrise
Common Stock ownership and options to acquire shares of Sunrise Common Stock
(the "Reorganization"). The Reorganization and the Merger are more fully
described in "Item 4. Purpose of Transaction."
Upon completion of the formation of Parent as described in "Item 4.
Purpose of Transaction," Parent will borrow approximately $16,000,000 under a
credit facility or loan agreement (the "Financing"), and, following the closing
of the Financing, Parent will contribute such funds to King Management in
exchange for certain assets of King Management. King Management will use the
funds received from Parent to consummate the transactions contemplated by the
Merger Agreement, including the Merger, and to satisfy all other costs and
expenses arising in connection therewith.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented in the following manner:
Page 5 of 14
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On January 31, 2000, King Management entered into 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, 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) the completion of the Financing.
In connection with the Merger Agreement, the Reporting Persons entered
into an Agreement to Facilitate Merger pursuant to which they agreed to vote all
of their shares of Sunrise Common Stock in favor of the Merger Agreement and
against any proposal which would in any manner impede, prevent or nullify the
Merger or the Merger Agreement. In addition, the Reporting Persons agreed that
between the date of the Merger Agreement and the effective time of the Merger
(the "Reorganization Period"), the Reporting Persons will perform, or take all
actions necessary to ensure the performance of, the following actions in order
to consummate the Reorganization:
- The Reporting Persons will form Parent as a new Minnesota
corporation.
- Following the completion of the formation of Parent, the
Reporting Persons (other than King Management) and other
shareholders of King Management will contribute all of their
outstanding shares of common stock of King Management (the "KM
Common Stock") owned by such shareholders to Parent in
exchange for an equal number of shares of Parent common stock.
As a result of this exchange, all of the outstanding shares of
common stock of King Management will be owned one hundred
percent (100%) by Parent, such that King Management will
become a wholly-owned subsidiary of Parent.
- Simultaneously with the completion of the formation of Parent,
the Reporting Persons (other than King Management) will
contribute all of their outstanding shares of Sunrise Common
Stock owned by such Reporting Persons to Parent in exchange
for shares of Parent common stock. The number of shares of
Parent common stock issued to the Reporting Persons in
exchange for their respective contributions of shares of
Sunrise Common Stock will be based on the relative values of
the shares of Sunrise Common Stock and Parent common stock at
that time, as determined in good faith by the Board of
Directors of Parent. Thereafter, Parent will contribute all of
the shares of Sunrise Common Stock received from the Reporting
Persons to King Management in exchange for a number of shares
of KM Common Stock.
- Any outstanding vested options to purchase shares of Sunrise
Common Stock granted under Sunrise's 1991 Stock Option Plan
(the "Option Plan") and held by any of the Reporting Persons
at the Effective Time of the Merger will be cancelled upon the
effective time of the Merger as provided in the Merger
Agreement, and the Reporting Persons (and any other holder of
such vested options) will be entitled to receive, in
cancellation and settlement thereof, a cash
Page 6 of 14
<PAGE>
payment (less any applicable withholding taxes) in the
aggregate amount equal to the product of (i) the number of
shares of Sunrise Common Stock into which such option would
have been exercisable at the effective time of the Merger if
such option had not been cancelled and (ii) the excess, if
any, of the Merger Consideration over the exercise price per
share for the shares of Sunrise Common Stock subject to such
option as expressly stated in the applicable stock option
agreement or other agreement.
- Any outstanding vested options to purchase shares of Sunrise
Common Stock that were not granted under the Option Plan (the
"Non-Plan Options") and are held by any of the Reporting
Persons at the effective time of the Merger will be cancelled
upon the effective time of the Merger as provided in the
Merger Agreement, and the Reporting Persons will be entitled
to receive, in cancellation and settlement thereof, options to
purchase shares of Parent common stock (the "Parent Options")
under the same terms and conditions as the Non-Plan Options.
The number of shares of Parent common stock and the exercise
price per share for each Parent Option will be determined
based on the relative values of the shares of Sunrise Common
Stock and Parent Common Stock at the effective time of the
Merger, as determined in good faith by the Board of Directors
of Parent.
- As a result of the actions described in the foregoing three
paragraphs, the Reporting Persons at the effective time of the
Merger will have no share ownership, or right to receive any
shares of capital stock, of Sunrise, and will therefore have
no right to receive any Merger Consideration paid pursuant to
the terms of the Merger Agreement.
- The Reporting Person irrevocably appointed Mr. King, during
the Reorganization Period, as proxy for and on behalf of the
Reporting Persons to perform the actions contemplated by the
Agreement to Facilitate.
Under the terms of the Agreement to Facilitate Merger, the Reporting
Persons agreed, except as otherwise provided above, not to make any sales,
gifts, transfers, pledges, or other dispositions of Sunrise Common Stock
(including any shares of Sunrise Common Stock issued upon the exercise of
options) or KM Common Stock, deposit any Sunrise Common Stock (including any
shares of Sunrise Common Stock issued upon the exercise of options) or KM Common
Stock into a voting trust or enter into any voting agreement or arrangement with
respect thereto, or enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect acquisition, sale, assignment
transfer or other disposition of Sunrise Common Stock (including any shares of
Sunrise Common Stock issued upon the exercise of options) or KM Common Stock,
without first making any such transferee, assignee or pledgee fully aware of the
obligations under the Agreement to Facilitate Merger and obtaining such
transferee's or pledgee's written agreement to comply with the terms of the
Agreement to Facilitate.
At the effective time of the Merger, the articles of incorporation of
King Management, as in effect immediately prior to the effective time of the
Merger, will be the articles of incorporation of King Management, as the
surviving corporation, after the Merger until
Page 7 of 14
<PAGE>
thereafter amended in accordance with applicable law and the provisions of such
articles of incorporation. The directors and officers of King Management
immediately prior to the effective time of the Merger will be the directors and
officers of King Management, as the surviving corporation, after the Merger or
until their respective successors are elected or appointed and qualified.
In the event the Merger is consummated, the Reporting Persons expect
that shortly thereafter, the registration of Sunrise's Common Stock under the
Securities Exchange Act of 1934, as amended, will be terminated and will cease
to be reported on the Nasdaq National Market. In addition, the Reporting Persons
expect that at the effective time of the Merger the composition of the board of
directors of Sunrise will change. However, the Reporting Persons are not certain
at this time who will serve as members of the board of directors of Sunrise
after the Merger.
The foregoing summaries of the Merger Agreement and the Agreement to
Facilitate Merger are qualified in their entirety by reference to a copy of (i)
the Merger Agreement incorporated by reference as Exhibit 1 to this Amendment
No. 2 to Schedule 13D and incorporated herein in its entirety by reference, and
(ii) the Agreement to Facilitate Merger incorporated by reference as Exhibit 2
to this Amendment No. 2 to Schedule 13D 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
Sunrise, may consider and discuss with other Sunrise officers and board members
from time to time, none of the Reporting Persons have any present plans or
proposals which relate to or would result in:
- the acquisition by any person of additional securities of
Sunrise or the disposition of securities of Sunrise;
- an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Sunrise;
- a sale or transfer of a material amount of assets of Sunrise;
- any change in the present board of directors or management of
Sunrise, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
- any material change in the present capitalization or dividend
policy of Sunrise;
- any other material change in Sunrise's business or corporate
structure;
- changes in Sunrise's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of Sunrise by any person;
- causing a class of securities of Sunrise to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
Page 8 of 14
<PAGE>
- a class of equity securities of Sunrise becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
- any action similar to any of those listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is supplemented in the following manner:
(a) As of January 31, 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 4,383,303 shares (58.0% of the
Common Stock). Mr. King has sole voting power with respect to 4,383,303 shares
and sole dispositive power with respect to 1,834,482 shares. Pursuant to the
Voting Trust Agreement dated as of May 27, 1998 among Mr. King, King Management,
the WBK Trust, the RSK Trust and the 1996 Grantor Retained Annuity Trust for the
benefit of Peter J. King (the "Voting Trust Agreement"), Mr. King has sole
voting power with respect to an aggregate of 3,466,797 shares of Common Stock,
the voting trust certificates of which are currently held by Mr. King, King
Management, the WBK Trust and the RSK Trust. Also included within the 4,383,303
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; and (b) 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 1,834,482 shares of
Common Stock. The 1,834,482 shares of Common Stock include: (a) an aggregate of
400,818 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, (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
Page 9 of 14
<PAGE>
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 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 400,818 shares (6.0% of the
Common Stock). King Management does not have any voting power with respect to
the 400,818 shares, and has sole dispositive power with respect to 400,818
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 4,723,661
shares (62.5% of the Common Stock). Mr. King, King Management, the WBK Trust and
the RSK Trust beneficially owned an aggregate of 4,718,632 shares (62.5% 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) None of the Reporting Persons has effected any transactions in the
Common Stock of Sunrise during the past 60 days or since the filing of Amendment
No. 1. However, on September 30, 1999, Sunrise repurchased 630,000 shares of
Common Stock for a total cost of $2,884,000 pursuant to an exercise of an option
held by Sunrise to purchase shares from King Management at an exercise price
equal to the cost King Management purchased such Common Stock plus interest (the
"Sunrise Option"). King Management originally purchased the 630,000 shares of
Common Stock on behalf of Sunrise, subject to the Sunrise Option. The foregoing
summary of the Sunrise Option is qualified in its entirety by reference to a
copy of the Sunrise Option attached hereto as Exhibit 3 to this Amendment No. 2
to Schedule 13D and incorporated herein in its entirety by reference.
(d) Not applicable.
(e) Not applicable.
Page 10 of 14
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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 January 31,
2000, King Management and Sunrise entered into the Merger Agreement pursuant to
which Sunrise will merge with and into King Management, with King Management
being the surviving corporation.
As described under "Item 4. Purpose of Transaction," on January 31,
2000, the Reporting Persons and all of the shareholders of King Management
entered into an Agreement to Facilitate Merger pursuant to which such
shareholders agreed to vote their Sunrise Common Stock for the Merger Agreement
and the Merger, and to take certain actions to reorganize their stock ownership
in Sunrise and King Management.
As described under "Item 5. Interest in Securities of the Issuer," on
September 30, 1999, Sunrise exercised an option to purchase 630,000 shares of
Common Stock held by King Management pursuant to the Sunrise Option.
Page 11 of 14
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is supplemented in the following manner:
Exhibit 1 Agreement and Plan of Merger dated as of January 31,
2000 between The King Management Corporation and
Sunrise International Leasing Corporation
(incorporated by reference to Exhibit 2.1 contained
in the Sunrise International Leasing Corporation's
Form 8-K filed February 3, 2000 (File No. 0-19516)).
Exhibit 2 Agreement to Facilitate Merger, dated January 31,
2000, by and among The King Management Corporation,
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
contained in the Sunrise International Leasing
Corporation's Form 8-K filed February 3, 2000 (File
No. 0-19516)).
Exhibit 3 Letter dated February 24, 1999 from Sunrise
International Leasing Corporation to The King
Management Corporation described Sunrise's option to
purchase 630,000 shares of Sunrise Common Stock from
King Management (filed herewith).
Page 12 of 14
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 7, 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 13 of 14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Method of Filing
------- ----------- ----------------
No.
---
<S> <C>
1 Agreement and Plan of Merger dated as of Incorporated by reference to Exhibit
January 31, 2000 between The King Management Corporation and 2.1 contained in the Sunrise
Sunrise International Leasing Corporation. International Leasing Corporation's
Form 8-K filed February 3, 2000 (File
No. 0-19516).
2 Agreement to Facilitate Merger, dated January 31, 2000, by Incorporated by reference to Exhibit
and among The King Management Corporation, Peter J. King, 2.2 contained in the Sunrise
Stephen D. Higgins, as trustee under each of the William B. International Leasing Corporation's
King Stock Trust UA Dated November 21, 1989 FBO William B. Form 8-K filed February 3, 2000
King and the Russell S. King Stock Trust UA Dated November (File No. 0-19516).
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.
3 Letter dated February 24, 1999 from Sunrise International Filed herewith electronically
Leasing Corporation to The King Management Corporation
described Sunrise's option to purchase 630,000 shares of Sunrise
Common Stock from King Management (filed herewith).
</TABLE>
Page 14 of 14
<PAGE>
[Letterhead of Fredrikson & Byron, P.A.]
February 24, 1999
Mr. Peter J. King
The King Management Corporation
5500 Wayzata Blvd., Suite #750
Golden Valley, MN 55416
Dear Peter:
The Sunrise Board of Directors decided some time ago that it was in the
best interests of Sunrise to begin repurchasing its common stock on the basis
that the Board believed that the Sunrise stock was significantly undervalued. In
fact, in the last trading window ending on November 30, 1998, Sunrise did
repurchase 566,418 of its shares. The Board continues to believe that it is in
Sunrise's best interests to repurchase its stock. If anything, the Board is more
committed to this program than ever because of Sunrise's excellent financial
performance and the continued reluctance of the market to recognize this
performance. Because of the significant increase of equipment repurchases,
Sunrise has run up against its credit line limits, even though there has been a
significant increase in Sunrise's assets and net equity. Sunrise is dealing with
this problem, but it will take some time before Sunrise is in a position where
its access to cash will allow it to get back into the market to repurchase its
stock.
Heartland Advisors I has indicated its desire to sell 630,000 shares of
Sunrise common stock for $4.35 per share, plus $31,500 to cover a commission for
Dougherty Summit. Dougherty Summit may split the commission with Heartland. Tom
Abood of Dougherty Summit will verify for us the treatment of the commission
payment. You have indicated that King Management would be willing to purchase
the Sunrise stock and provide Sunrise the right to purchase the stock back from
King Management at such time or times as Sunrise's cash resources allow it to
make such purchase or purchases without impinging on its ability to fund its
operations. You have agreed to afford Sunrise this right on the following terms:
1. At any time, Sunrise may give written notice to you of its desire to
purchase its stock from you.
2. Such notice will include the number of shares which Sunrise intends to
purchase, but in no event will any single purchase cover fewer than
50,000 shares.
3. With the initial purchase, Sunrise will pay to you, in addition to the
purchase price of $4.35 per share, the Dougherty Summit fee of $31,000.
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February 24, 1999
Page 2
4. Within 15 days after written notice from Sunrise, King Management will
deliver to Sunrise, a Sunrise stock certificate for the number of
shares being acquired by Sunrise, as set forth in its notice, and
Sunrise will deliver to King Management a check for the purchase price
for such shares, determined on the basis of $4.35 per share, plus King
Management's carrying costs for such shares which you and Sunrise have
agreed will be determined by applying an annual interest rate equal to
eight percent.
5. This right of repurchase by Sunrise of the Sunrise shares will extend
for a minimum term of one year, and may be extended beyond one year,
subject to King Management's approval.
6. The obligations of this letter agreement between Sunrise and King
Management will be binding on the successors and assigns of both
parties, and will be subject to the laws of the State of Minnesota.
Peter, if this letter reflects your understanding of the agreement
between Sunrise and King Management, please sign where indicated below as
President of The King Management Corporation.
Very truly yours,
/s/ Thomas R. King
Thomas R. King
On Behalf of the Board of Directors of
Sunrise International Leasing Corporation
I hereby agree to the terms outlined above.
/s/ Peter J. King, President
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The King Management Corporation
