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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Sunrise International Leasing Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
86769K-10-5
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(CUSIP Number)
Peter J. King
c/o The King Management Corporation
5500 Wayzata Boulevard, Suite 750
Minneapolis, Minnesota 55416
(612) 593-0051
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2000
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(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: [ ]
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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 ]
--------------------------------------------------------------------------------
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
5,071,132
NUMBER OF --------------------------------------------------
SHARES BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING PERSON
WITH --------------------------------------------------
9) SOLE DISPOSITIVE POWER
5,071,132
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10) SHARED DISPOSITIVE POWER
-0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,071,132
--------------------------------------------------------------------------------
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)
62.0%
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14) TYPE OF REPORTING PERSON
IN
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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
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7) SOLE VOTING POWER
4,154,626
NUMBER OF --------------------------------------------------
SHARES BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING PERSON
WITH --------------------------------------------------
9) SOLE DISPOSITIVE POWER
4,154,626
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,154,626
--------------------------------------------------------------------------------
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)
57.2%
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14) TYPE OF REPORTING PERSON
CO
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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) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER
5,029
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NUMBER OF 8) SHARED VOTING POWER
SHARES BENEFICIALLY -0-
OWNED BY EACH
REPORTING PERSON --------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
5,029
--------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,029
--------------------------------------------------------------------------------
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)
Less than one percent
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14) TYPE OF REPORTING PERSON
IN
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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 "Sunrise 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
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 would 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 stockholders of King
Management entered into an Agreement to Facilitate Merger pursuant to which they
agreed, among other things, to 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 King Management who held shares
of Sunrise (other than King Management), eliminate their Sunrise Common Stock
ownership and options to acquire shares of Sunrise Common Stock (the
"Reorganization"). In addition, they agreed that between the date of the Merger
Agreement and the effective time of the Merger (the "Reorganization Period"),
the Reporting Persons would perform, or take all actions necessary to ensure the
performance of, the following actions in order to consummate the Reorganization:
- The Reporting Persons would 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
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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 would be owned one hundred percent
(100%) by Parent, such that King Management would become a
wholly-owned subsidiary of Parent.
- Simultaneously with the completion of the formation of Parent,
the Reporting Persons (other than King Management) would
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 would 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 would 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 were held by any of the Reporting
Persons at the Effective Time of the Merger would 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) would be entitled to receive,
in cancellation and settlement thereof, a cash 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 were held by any of the Reporting
Persons at the effective time of the Merger would be cancelled
upon the effective time of the Merger as provided in the
Merger Agreement, and the Reporting Persons would 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.
- The Reporting Persons would irrevocably appoint 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.
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By June 28, 2000, the Reporting Persons and other parties to the
Agreement to Facilitate Merger completed the transactions contemplated by the
Reorganization.
The Merger Agreement 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 outstanding share of
Sunrise Common Stock was converted, without any action on the part of the
stockholders, into the right to receive $5.25 in cash per share. Each share of
Sunrise Common Stock issued and outstanding immediately prior to the effective
time of the Merger that was held in treasury of Sunrise or was then owned
beneficially or of record by King Management or any direct or indirect
subsidiary of King Management or Sunrise, was cancelled and retired without
payment of any consideration therefor and without any conversion thereof. Any
shares of Sunrise Common Stock issued and outstanding immediately prior to the
effective time of the Merger that were held by a stockholder who did not vote in
favor of the Merger and had properly exercised and perfected such holder's
demand for appraisal rights in accordance with Section 262 of the Delaware
General Corporation Law and as of the effective time of the Merger had neither
effectively withdrawn nor lost such holder's right to such appraisal were not
converted into the right to receive $5.25 in cash per share, but became entitled
to the right to receive such consideration as may be determined to be due to the
holder of such dissenting shares pursuant to the Delaware General Corporation
Law.
The transaction was financed by proceeds from a term loan of $15.0
million. On June 28, 2000, Parent (renamed "The King Management Corporation"
after the Merger) and LaSalle Bank N.A. entered into a credit agreement (the
"Credit Agreement") pursuant to which LaSalle Bank agreed to provide Parent a
term loan of $15 million, the proceeds of which were contributed to King
Management (renamed "Sunrise International Leasing Corporation" after the
Merger) by Parent. The term loan has a term of three years, bearing interest at
a variable rate equal to LaSalle Bank's prime rate, and calls for monthly
payments of interest and principal equal to the greater of 100% of monthly lease
payments received pursuant to all leases on equipment and all proceeds of sale
of equipment at the end of the lease term or $416,667. The loan is secured by a
pool of specific leases and related equipment.
Parent 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 to King Management as subordinated
debt, in each case to satisfy certain funding and capitalization requirements of
the lenders to each of them (collectively, the "Subordinated Notes").
The foregoing summaries of the Merger Agreement, the Agreement to
Facilitate Merger, the Credit Agreement and the Subordinated Notes are qualified
in their entirety by reference to a copy of (i) the Merger Agreement
incorporated by reference as Exhibit 1 to the Amendment No. 2 to Schedule 13D
and incorporated herein in its entirety by reference, (ii) the Agreement to
Facilitate Merger incorporated by reference as Exhibit 2 to the Amendment No. 2
to Schedule 13D and incorporated herein in its entirety by reference, (iii) the
Credit Agreement filed herewith as Exhibit 1 to this Amendment No. 3 to Schedule
13D and incorporated herein in its entirety by reference, and (iv) the form of
Subordinated Note filed herewith as Exhibit 2 to this Amendment No. 3 to
Schedule 13D and incorporated herein in its entirety by reference.
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ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is supplemented in the following manner:
As described in more detail under "Item 3. Source and Amount of Funds
or Other Consideration" above, the Reorganization was completed by June 28, 2000
and the Merger became effective on June 28, 2000.
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, became the articles of incorporation of King Management, as the
surviving corporation. The directors and officers of King Management immediately
prior to the effective time of the Merger became the directors and officers of
King Management, as the surviving corporation.
Sunrise intends to file a Form 15 terminating the registration of the
Sunrise Common Stock under the Securities Exchange Act of 1934, as amended, and
delist the Sunrise Common Stock from the Nasdaq National Market effective as of
the end of the day on June 28, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is supplemented in the following manner:
(a) After the Reorganization and immediately prior to the Merger, each of
the Reporting Persons beneficially owned the following amounts of Sunrise Common
Stock (the percentages shown are based upon 7,267,253 shares outstanding, as set
forth in the definitive proxy statement filed by Sunrise in connection with the
Merger):
1. Peter J. King beneficially owned 5,071,132 shares (62.0% of the
Sunrise Common Stock). Mr. King has sole voting and dispositive power with
respect to all of these shares. Included within the 5,071,132 shares of Sunrise
Common Stock of which Mr. King has sole voting power are: (a) 4,154,626 shares
of Sunrise Common Stock held by King Management; and (b) an aggregate of 916,506
shares of Sunrise Common Stock issuable pursuant to outstanding options held by
Mr. King that are fully exercisable.
Pursuant to the terms of the Merger Agreement, the shares held by King
Management were cancelled and retired without payment of any consideration
therefor and without any conversion thereof. The shares of Sunrise Common Stock
formerly held by Mr. King, individually, were transferred to Parent and then to
King Management in connection with the Reorganization. The options held by Mr.
King that were granted under Sunrise's 1991 Stock Option Plan converted in
connection with the Merger into the right to receive a cash payment (less any
applicable withholding taxes) in an amount equal to the product of the number of
shares of Sunrise Common Stock into which such options would have been
exercisable at the effective time of the Merger if such option had not been
cancelled and the excess if any of the merger consideration ($5.25) over the
exercise price per share for the shares of Sunrise Common Stock subject to such
option. The options held by Mr. King that were not granted under Sunrise's 1991
Stock Option Plan were terminated and cancelled in connection with the Merger.
Mr. King received, however, substantially equivalent options to purchase shares
of common stock of Parent in connection with the Reorganization.
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2. Stephen D. Higgins beneficially owned 5,039 shares (Less than one
percent of Sunrise Common Stock). Mr. Higgins has sole voting and dispositive
power with respect to all of these shares. These shares converted into the right
to receive $5.25 per shares in connection with the Merger.
Mr. Higgins is the co-trustee of each of the RSK Trust and the WBK
Trust, which prior to the Reorganization collectively owned 2,884,150 shares of
Sunrise Common Stock (43.5% of the Sunrise Common Stock). These shares were
transferred to Parent and then to King Management in connection with the
Reorganization.
3. King Management beneficially owned 4,154,626 shares of Sunrise
Common Stock (57.2% of the Sunrise Common Stock). King Management had sole
voting and dispositive power over these shares. Pursuant to the terms of the
Merger Agreement, the shares held by King Management were cancelled and retired
without payment of any consideration therefor and without any conversion
thereof.
4. The Reporting Persons beneficially owned an aggregate of 5,076,171
shares of Sunrise Common Stock (62.0% of the Sunrise Common Stock). Mr. King,
King Management, the WBK Trust and the RSK Trust beneficially owned an aggregate
of 5,071,132 shares of Sunrise Common Stock (62.0% of the Sunrise 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) Other than the transactions described above in connection with the
Reorganization and the Merger, none of the Reporting Persons has effected any
transactions in the Sunrise Common Stock of Sunrise during the past 60 days or
since the filing of 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 3. Source and Amount of Funds or Other
Consideration" and "Item 4. Purpose of Transaction," on June 28, 2000, Sunrise
merged with and into King Management, with King Management being the surviving
corporation. Prior to the Merger, the Reporting Persons and the shareholders of
King Management completed the Reorganization.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is supplemented in the following manner:
Exhibit 1 Credit Agreement dated as of June 28, 2000 between The King
Management Corporation and LaSalle Bank N.A. (filed
herewith).
Exhibit 2 Form of Subordinated Note dated as of June 28, 2000 (filed
herewith).
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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.
June 28, 2000 /s/ Peter J. King
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Peter J. King
THE KING MANAGEMENT CORPORATION
By: /s/ Peter J. King
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Peter J. King
Chief Executive Officer
/s/ Stephen D. Higgins
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Stephen D. Higgins
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
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<S> <C> <C>
1 Credit Agreement dated as of June 28, 2000 between The King Filed herewith
Management Corporation and LaSalle Bank N.A.
2 Form of Subordinated Note dated as of June 28, 2000 Filed herewith
</TABLE>
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