www.sec.gov/Archives/edgar/data/879022/0000950124-00-00 -
[Cached Version]
Published on: 3/10/2000
Last Visited: 7/25/2002
The directors who served on the special committee were not employees of Sunrise or affiliated with Peter J. King or King Management.The special committee believed there was no need to retain any additional unaffiliated representatives to act on behalf of Sunrise's stockholders (other than King Management and its affiliates).Sunrise's board reached this conclusion in view of: - - the fact that the use of a special committee is a mechanism well recognized to provide for fairness in transactions of this type; - - the arms' length negotiations that had taken place between Peter J. King and his affiliates and the special committee; and - - the special committee's retention of independent legal counsel and financial advisors. SUNRISE'S BOARD OF DIRECTORS, BASED SOLELY ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE, UNANIMOUSLY APPROVED THE PROPOSED MERGER AND THE MERGER AGREEMENT.THE BOARD DECLARED THAT THE MERGER AND MERGER AGREEMENT ARE ADVISABLE AND ARE FAIR TO AND IN THE BEST INTERESTS OF SUNRISE'S STOCKHOLDERS (OTHER THAN KING MANAGEMENT AND ITS AFFILIATES) AND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSED MERGER AND MERGER AGREEMENT. OPINION OF THE FINANCIAL ADVISOR FOR THE SPECIAL COMMITTEE
...
Neither King Management nor its affiliates, which includes Peter J. King and Stephen D. Higgins, as trustee under six trusts established for the benefit of Peter J. King's two sons, Russell S. and William B. King, independently considered the fairness of the merger consideration to Sunrise's stockholders (other than King Management and its affiliates).
...
Neither King Management nor its affiliates, which includes Peter J. King and Stephen D. Higgins, as trustee under six trusts established for the benefit of Peter J. King's two sons, Russell S. and William B. King, independently considered the fairness of the merger consideration to Sunrise's stockholders (other than King Management and its affiliates).
...
Sunrise's officers and directors (other than Peter J. King) who own Sunrise common stock at the effective time of the merger will be entitled to receive the $5.25 merger consideration for their shares. Ownership of King Management.Under the agreement to facilitate the merger, Peter J. King and his affiliates will become the owners of the newly-formed parent company of King Management and will therefore have the ability to control King Management after the merger is completed.This agreement also provides that Peter J. King and his affiliates will vote their shares of Sunrise common stock in favor of the merger and merger agreement.This agreement relates to an aggregate of approximately 62.6% of Sunrise's outstanding common stock and any shares that Peter J. King and his affiliates may become entitled upon the exercise of their options prior to your vote on the merger. King Management Phantom Stock.
...
Peter J. King, Sunrise's Chief Executive Officer and Chairman of the Board, currently holds vested options to purchase 250,000 shares of Sunrise common stock that were granted to him under Sunrise's 1991 Stock Option Plan.Under the terms of the merger agreement, Peter J. King will be entitled to receive at the effective time of the merger an aggregate of $500,000 option consideration in exchange for cancellation of these options.Peter J. King also has the right to purchase 666,506 shares of Sunrise common stock under stock options.Under the terms of the merger agreement and the agreement to facilitate the merger, these options will be canceled prior to the effective time of the merger and in exchange Peter J. King will be entitled to receive options to purchase shares of the parent company's common stock under the same terms and conditions as the options that were canceled.The board of directors of parent company will determine, based on the relative values of the shares of Sunrise common stock and parent company common stock at the effective time of the merger, the number of shares of parent company common stock, and the exercise price of these shares, Peter J. King will be entitled to receive.
...
On February 3, 2000, a purported stockholder class action lawsuit was filed against Peter J. King, Donald R. Brattain, Thomas R. King and Jeffrey G. Jacobsen, as directors of Sunrise, and Sunrise in the Delaware Chancery Court on behalf of the plaintiff and Sunrise's other unaffiliated stockholders.
...
Peter J. King Distribution
...
Peter J. King Distribution
...
Peter J. King
...
Peter J. King Distribution
...
Peter J. King Distribution
...
Peter J. King
...
(2) This was the second distribution from the 1996 Grantor Retained Annuity Trust FBO Peter J. King and Peter J. King transferred 3,116 shares to King Management in lieu of legal fees. RECENT TRANSACTIONS Sunrise Except as set forth in the following table, there have been no transactions in Sunrise's common stock effected during the past 60 days by Sunrise or any of Sunrise's directors or executive officers, other than as a result of the merger agreement and the agreement to facilitate the merger. Officers and DirectorsNUMBER OF SHARES
...
Peter J. King Chief Executive
...
Mr. King has served as our Chief
(71) Officer Chairman of the Board
Suite 750, Golden Valley, MN 55416 (612) 593-1904
Executive Officer since April 1, 1998 and as Chairman of the Board since June 1997.
...
Mr. King also served as Chief Financial Officer from April to June 1998.Mr. King had previously served as Chairman of the Board from February 1995 to February 1996 and as a director from February 1995 to July 1996.Mr. King also had previously served as a member of our Interim CEO Committee from July 1995 until July 1996.Mr. King founded International Leasing Corporation in 1974 and served as its President until it was merged into Sunrise in February 1995.Mr. King also currently serves as Chairman and Chief Executive Officer of The King Management Corporation.Mr. King is not related to Thomas R. King, a member of our board. - ---------------------------------------------------------------------------
---------------------------------------
...
Peter J. King
5500 Wayzata Boulevard, #725
Minneapolis, MN 55416 - ---------------------------------------------------------------------------
-----------------------
The King Management Corporation
...
(3) Represents (i) 3,466,797 shares that are subject to a Stockholder Voting Trust Agreement dated May 27, 1998, and, unless indicated below, Peter J. King has the sole power to vote and dispose of these shares, which shares include (a) 517,158 shares held by Peter J. King directly, (b) 400,818 shares held by King Management, of which Peter J. King is a principal stockholder, officer and director, (c) 1,286,439 shares held by Stephen D. Higgins, Trustee, William B. King Stock Trust UA dated November 21, 1989 for the benefit of William B. King, which is referred to in this proxy statement as the "WBK Trust," and (d) 1,262,382 shares held by Stephen D. Higgins, Trustee, Russell S. King Stock Trust UA dated November 21, 1989 for the benefit of Russell S. King, which is referred to in this proxy statement as the "RSK Trust;" (ii) 352,500 shares held by King Management directly and (iii) 916,506 shares which may be acquired by Peter J. King within 60 days after the record date upon exercise
...
(3) Represents (i) 3,466,797 shares that are subject to a Stockholder Voting Trust Agreement dated May 27, 1998, and, unless indicated below, Peter J. King has the sole power to vote and dispose of these shares, which shares include (a) 517,158 shares held by Peter J. King directly, (b) 400,818 shares held by King Management, of which Peter J. King is a principal stockholder, officer and director, (c) 1,286,439 shares held by Stephen D. Higgins, Trustee, William B. King Stock Trust UA dated November 21, 1989 for the benefit of William B. King, which is referred to in this proxy statement as the "WBK Trust," and (d) 1,262,382 shares held by Stephen D. Higgins, Trustee, Russell S. King Stock Trust UA dated November 21, 1989 for the benefit of Russell S. King, which is referred to in this proxy statement as the "RSK Trust;" (ii) 352,500 shares held by King Management directly and (iii) 916,506 shares which may be acquired by Peter J. King within 60 days after the record date upon exercise
...
Peter J. King does not have dispositive power over the shares held by the WBK Trust or RSK Trust.Sunrise has relied on information contained in Schedule 13D (Amendment No. 3) dated February 24, 2000 filed by Peter J. King with the SEC and information provided by Peter J. King. (4) Represents (i) 400,818 shares that are subject to a Stockholder Voting Trust Agreement dated May 27, 1998, pursuant to which Peter J. King has the sole power to vote these shares and (ii) 352,500