Sunrise International Leasing Corp – ‘DEF13E3/A’ on 6/28/00 re: Sunrise International Leasing Corp

On:  Wednesday, 6/28/00, at 5:01pm ET   ·   Accession #:  950124-0-3988   ·   File #:  5-42174

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Amendment to Definitive Proxy Solicitation Material — Going-Private Transaction Statement   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF13E3/A   Schedule 13E-3 (Final Amendment)                      11     60K 
 2: EX-99.(B)(2)  Credit Agreement Dated as of June 2000              24     84K 
 3: EX-99.(B)(3)  Subordinated Note Dated as of June 28, 2000          6     23K 

DEF13E3/A   —   Schedule 13E-3 (Final Amendment)
Document Table of Contents

DEF13E3/A
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2000

                                                                FILE NO. 0-19516
================================================================================

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)

(Final Amendment) 

------------------------------------

 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) 

------------------------------------
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
================================================================================
Transaction Valuation                                       Amount of Filing Fee
$14,000,000*                                                $2,800**            
================================================================================
 *     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 Final Amendment to the 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 the 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 were approved by a special committee of Sunrise's Board of Directors 
and Sunrise's Board of Directors. Sunrise's stockholders approved the Merger    
Agreement at a Special Meeting of the Stockholders of Sunrise held on June 28,  
2000 (the "Special Meeting").                                                   

      In the Merger, each outstanding share of common stock of Sunrise 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's 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's 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 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.                                        

     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"). A definitive proxy statement of Sunrise relating to the solicitation of  
proxies for the Special Meeting (the "Proxy Statement") was mailed to Sunrise's 
stockholders on or about May 31, 2000. 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. On
               June 28, 2000, the parent company of King Management, which
               will be 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 the parent company a term loan of $15 million, the
                proceeds of which were contributed to King Management by the
            parent company. 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. 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.

  (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)(1)   Letter dated April 27, 2000 from LaSalle Bank N.A. relating to
loan commitment (previously filed).               

(b)(2)   Credit Agreement dated as of June 28, 2000 between The King
            Management Corporation and LaSalle Bank N.A. (filed herewith).

(b)(3)   Form of Subordinated Note dated as of June 28, 2000 (file  
herewith).                                        

  (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
(previously filed).                               

(c)(4)   Report of Greene Holcomb & Fisher LLC dated April 20, 2000 
(previously filed).                               

  (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
                                          --------------------------------------
           Peter J. King
                     Chief Executive Officer

                             THE KING MANAGEMENT CORPORATION

                   By  /s/ Peter J. King
                                          --------------------------------------
           Peter J. King
                     Chief Executive Officer

               /s/ Peter J. King
                                       -----------------------------------------
                   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
                                       -----------------------------------------
                        Stephen D. Higgins
                Co-Trustee

                 /s/ William B. King
                                       -----------------------------------------
                     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
                                       -----------------------------------------
                        Stephen D. Higgins
                Co-Trustee

                 /s/ Russell S. King
                                       -----------------------------------------
                     Russell S. King
                Co-Trustee

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                                VOTING TRUST UA DATED MAY 27, 1998

               /s/ Peter J. King
                                       -----------------------------------------
                   Peter J. King
                         Sole Voting Trustee

Dated:  June 28, 2000                                                           

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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------------- 
       EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT                           FILING METHOD               
---------------------------------------------------------------------------------------------------------------------- 
                                                                                                                       
             (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         
---------------------------------------------------------------------------------------------------------------------- 
           (b)(1)              Letter dated April 27, 2000 from LaSalle       Previously filed                         
                               Bank N.A. relating to loan commitment.                                                  
---------------------------------------------------------------------------------------------------------------------- 
           (b)(2)              Credit Agreement dated as of June 28, 2000     Filed herewith                           
                               between The King Management Corporation                                                 
                               and LaSalle Bank N.A.                                                                   
---------------------------------------------------------------------------------------------------------------------- 
           (b)(3)              Form of Subordinated Note dated as of June 28, Filed herewith                           
                               2000                                                                                    
---------------------------------------------------------------------------------------------------------------------- 
           (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   
---------------------------------------------------------------------------------------------------------------------- 
           (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                                            
---------------------------------------------------------------------------------------------------------------------- 
           (c)(3)              Report of Greene Holcomb & Fisher LLC          Previously filed                         
                               dated September 7, 1999.                                                                
---------------------------------------------------------------------------------------------------------------------- 
           (c)(4)              Report of Greene Holcomb & Fisher LLC          Previously filed                         
                               dated April 20, 2000.                                                                   
---------------------------------------------------------------------------------------------------------------------- 

           (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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11    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/28/00		1		11			15-12G,  8-K,  DEFS14A,  SC 13D/A
		5/31/00		3					DEF13E3,  DEFS14A
		5/25/00		8		11
		4/27/00		8		11
		4/20/00		8		11
		3/10/00		2					PRE13E3,  PREM14A,  PRES14A
		2/3/00		8		11			8-K,  SC 13G
		1/31/00		3		11			8-K
		1/27/00		8		11
		9/7/99		8		11
		5/28/98		8		11
		5/27/98		1		11
		4/28/95		8		11
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