CORNICHE GROUP INC /DE
SC 13D, 1998-05-28
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*



                           CORNICHE GROUP INCORPORATED
                                (Name of Issuer)

 Series B Convertible Redeemable Preferred Stock, par value $.01 per share 
                         (Title of Class of Securities)

                                       N/A
________________________________________________________________________________
                                 (CUSIP Number)

                                Joel San Antonio
                           c/o Warrantech Corporation
                               300 Atlantic Street
                               Stamford, CT 06901
                                 (203) 975-1100
________________________________________________________________________________
                       (Name, Address and Telephone Number
                         of Person Authorized to Receive
                           Notices and Communications)

                                  May 18, 1998
________________________________________________________________________________
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]

Note:  Schedules  field in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See  ss.240.13d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>


                                 CUSIP No. [N/A]
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above 
    Persons:

                                Joel San Antonio
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
                  (a)[ ]
                  (b)[ ]
________________________________________________________________________________
(3)      SEC Use Only

________________________________________________________________________________
(4)      Source of Funds (See Instructions):  PF

________________________________________________________________________________
(5)      Check if Disclosure of Legal Proceedings is Required Pursuant
         to Items 2(d) or 2(e):   [ ]

________________________________________________________________________________
(6)      Citizenship or Place of Organization:       United States

________________________________________________________________________________
Number of Shares           (7)  Sole Voting Power:              600,000
Beneficially Owned         (8)  Shared Voting Power:            110,000
by Each Reporting          (9)  Sole Dispositive Power:         600,000
Person With:              (10)  Shared Dispositive Power:       110,000
________________________________________________________________________________
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person:  710,000

________________________________________________________________________________
(12)  Check if the Aggregate Amount in Row (11) Excludes
      Certain Shares (See Instructions):      [ ]
________________________________________________________________________________
(13)  Percent of Class Represented by Amount in Row (11):               49%*
________________________________________________________________________________

(14)   Type of Reporting Person (See Instructions):                      IN
________________________________________________________________________________

*Represents 49% of the Corporation's  voting power. Mr. San Antonio holds 86% of
the Series B Preferred Stock.


<PAGE>


Item 1.       Security and Issuer.

              This  Schedule 13D of Mr. Joel San Antonio  relates to the 710,000
shares of Series B Convertible  Redeemable  Preferred Stock ("Series B Preferred
Stock")  purchased by Mr. San Antonio pursuant to the Stock Purchase  Agreement,
dated March 4, 1998 (the "Stock  Purchase  Agreement"),  between the Company and
Mr. San Antonio and the other the Initial Purchasers named therein. The Series B
Preferred  Stock vote as one class with the Common  Stock and have ten votes per
share,  giving Mr. San Antonio over 49% of the voting  power of the  Company.  A
more  complete  description  of the  terms of the  Series B  Preferred  Stock is
included in Item 4 below, under the title Terms of Preferred Stock.

              The principal  executive offices of the Company are located at 272
Route 206, Building B #1.1, Flanders, New Jersey 07836.

Item 2.       Identity and Background.

              The person  filing this  statement is Mr. Joel San Antonio,  whose
business  address is c/o  Warrantech  Corporation  ("Warrantech"),  300 Atlantic
Street,  Stamford,  Connecticut  06901.  Mr. San Antonio is the  Chairman of the
Company and the President, Chief Executive Officer and the Chairman of the Board
of Directors of Warrantech  (Nasdaq Symbol:  WTEC), a business  services company
with  a  core  business  in  the   administration  of  warranties  and  extended
warranties.

              Mr. San Antonio has not during the last five years been  convicted
in  any  criminal   proceeding   (excluding   traffic   violations  and  similar
misdemeanors),  nor  been a party to any  civil  proceeding  commenced  before a
judicial or administrative  body of competent  jurisdiction as a result of which
he was or is now subject to a judgment,  decree or final order enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

              Mr. San Antonio is a citizen of the United States.

Item 3.       Source and Amount of Funds or Other Consideration.

              All funds used to purchase shares of Series B Preferred Stock have
come directly from Mr. San Antonio's personal funds.

Item 4.       Purpose of the Transaction.

              The  acquisition  of the shares of Series B  Preferred  Stock have
been made for the  purposes  described  in  Proposal  3 of the  Company's  Proxy
Statement for its 1998 Annual Meeting (the "Proxy Statement") at which the Stock
Purchase Agreement and the transactions contemplated thereby, were approved. The
text of  Proposal 3 is set forth  below  (capitalized  terms not  defined  below
contain  the  meanings  set  forth in the Proxy  Statement,  and  references  to
Exhibits refer to exhibits to the Proxy Statement):

<PAGE>

                                   PROPOSAL 3

          ISSUANCE OF SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK,
                  CHANGE IN CONTROL AND NEW BUSINESS OPERATIONS

         On  March  4,  1998,  the  Corporation  entered  into a Stock  Purchase
Agreement  ("Agreement"),  conditioned  upon the  approval of the  Corporation's
stockholders,  with Mr.  Joel San Antonio and  certain  other  individuals  (the
"Initial  Purchasers")  whereby the Initial Purchasers will acquire an aggregate
of 765,000 shares of a newly created Series B Convertible  Redeemable  Preferred
Stock, par value $.01 per share. Thereafter the Initial Purchasers will endeavor
to establish  for the  Corporation  new  business  operations  in the  insurance
sector, more specifically the property and casualty specialty insurance markets.
Mr. San  Antonio,  who has many years  experience  in these  sectors,  is in the
process of  exploring  a number of  specialty  insurance  opportunities  for the
development  of new business  operations.  A copy of the Agreement is annexed to
this Proxy  Statement as Exhibit B. The  description of the Agreement  contained
herein is supplemented by reference to the Agreement.

         The  Agreement  provides for Mr. San Antonio to  subscribe  for 710,000
shares of Series B Convertible  Redeemable Preferred Stock at $0.10 per share, a
total consideration of $71,000 and Messrs. Glime, Hutchins and Aber to subscribe
for 25,000,  15,000 and 15,000  shares,  respectively,  of Series B  Convertible
Redeemable  Preferred  Stock  at the  same  price  per  share.  Pursuant  to the
Agreement,  the Corporation will pay certain expenses of the Initial  Purchasers
in connection with the Transaction, which expenses are currently estimated to be
approximately  $50,000, for legal expenses.  In addition,  the Corporation would
issue 50,000 shares of Series B Convertible  Redeemable  Preferred Stock to Alan
Zuckerman  as  compensation  for  his  assistance  to  the  Corporation  in  the
identification and review of business opportunities and this Transaction and for
his  assistance  in bringing  the  Transaction  to fruition.  Additionally,  the
Corporation  would  issue  10,000  shares  of  Series B  Convertible  Redeemable
Preferred  Stock to James  Fyfe for his work in  bringing  this  Transaction  to
fruition.  If Proposal 3 is approved,  these  issuances  would dilute the voting
rights of existing stockholders by approximately 57%.

         A majority of the votes cast by the holders of Common Stock is required
for  approval  of this  Proposal 3.  Abstentions  and shares  underlying  broker
non-votes will not be counted as votes cast and accordingly  will have no effect
on this Proposal 3.

         Business Strategy

         If this Proposal is approved, Mr. San Antonio's initial goal will be to
complete the development of a comprehensive  strategic and operational  business
plan for the  Corporation  and to secure the  services  of a quality  management
team.  In  connection  with this  process,  Mr. San Antonio has agreed to act as
Chairman of the  Corporation  and Mr. Hutchins has agreed to act as President of
the Corporation.  The following description represents Mr. San Antonio's current
plans for the Corporation,  which are subject to change as business  necessities
require during the course of implementation. No assurances can be given that Mr.
San Antonio will be  successful in  implementing  his business plan as currently
envisioned.

<PAGE>

         Mr.  San  Antonio's  plans  for  the  Corporation  involve  having  the
Corporation enter into insurance and/or insurance-related businesses. The thrust
of the Corporation  will be to optimize spread of risk and seek "niche" business
opportunities  that do not fit  what is often  referred  to in the  industry  as
"mainstream"  business.  The  Corporation  may also  explore  opportunities  for
"fronting"  insurance  for service  contract  business  and other  property  and
casualty  insurance  business,  whereby  all or a  portion  of the  risk of such
policies  written by the Corporation  would be ceded to a reinsurer.  As part of
any such strategy the Corporation anticipates that it will reinsure heavily on a
"quote share" or "pro-rata"  basis with other  operators  with whom proposed new
management has achieved successful business relationships in the past. In "quote
share" or "pro-rata"  reinsurance,  one or more reinsurers  bears an agreed upon
proportion of the specified  risk,  rather than a fixed dollar amount of risk or
the excess above a fixed dollar amount of risk.

         In  connection  with the  implementation  of these  strategies,  it may
become necessary for the Corporation to become licensed in one or more states in
order to enable it to conduct  operations.  No assurances  can be given that the
Corporation will be able to obtain such licenses.

         The Corporation  does not presently  anticipate  dealing with insurance
products in the  worker's  compensation,  personal  insurance  or  environmental
insurance  product  areas.  The  Corporation   presently  anticipates  that  its
marketing  efforts in the property and casualty  sectors of the insurance market
will focus on  operating  on a  conservative  basis using both  facultative  and
treaty  reinsurance  support to minimize its exposure.  Facultative  reinsurance
generally  involves  a  reinsurer  agreeing  to bear  the  risk  of loss  over a
specified  dollar  amount for a specified  risk.  Treaty  reinsurance  generally
involves a reinsurer  agreeing to bear a portion of the risk  associated  with a
specified category or "book" of business,  and may be done on an excess or quote
share basis.  As part of this  strategy,  the  Corporation  may consider  direct
selling,  brokerage  and agency  produced  business and may  evaluate  potential
opportunities  to participate in the reinsurance  sector of commercial  property
and casualty insurance on both a "quote share" and "excess" basis.

         The Corporation  currently  anticipates  that business  development and
future market growth will be concentrated on "short tail" casualty  business and
package  product  lines,  primarily  focused  in  the  retail/service   industry
marketplace.  "Short tail" casualty  business  provides for coverage  during the
term of the policy or within a relatively short period,  as  distinguished  from
"long-tail" business, such as occurrence-based policies, in which the insurer is
obligated to make payment, whether or not the policy has expired, as long as the
insurable injury occurred during the term of the policy. Examples of "long tail"
insurance  include  worker's  compensation,  medical  malpractice  and  products
liability  insurance  for  products  with long lives,  such as  automobiles  and
airplanes.  The  Corporation  anticipates  that it will seek short tail business
because  of  the  relatively  greater  availability  of  reinsurance  and  lower
reinsurance  costs, and the relatively  greater  certainty,  predictability  and
ability to price policies and  reinsurance  policies  associated with short tail
business.  An example of  short-tail  business  on which the  Corporation  might
concentrate  is retail and wholesale  products  liability for consumer  products
that have limited useful lives. In addition the Company anticipates that it will
provide  package product lines,  that is, insure service  contracts for products
that have a limited  useful life on a claims made basis for a term of no greater
than three years.  If  successfully  developed,  the customer base  generated by
these  segments  could  become a source to seek out other  property and casualty
insurance business opportunities.

<PAGE>

         As part of its overall  business plan, the Corporation may pursue other
and different  business  activities  than those described  above,  but it has no
current plans to do so.

         The description of the Corporation's  proposed new business  operations
and intended strategy after the Transaction are forward-looking statements under
Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements  are  inherently  subject to risks and  uncertainties,  many of which
cannot be  predicted  with  accuracy or  anticipated.  Future  events and actual
results,  financial and otherwise,  could differ materially from those set forth
in or contemplated by the forward-looking  statements herein.  Important factors
that could contribute to such differences include changes in economic and market
conditions,  and regulatory  changes in the insurance  business,  as well as the
other factors described herein.

         Terms of Preferred Stock

         The  following  summarizes  the  terms  of  the  Series  B  Convertible
Redeemable  Preferred  Stock,  which  terms  are  more  fully  set  forth in the
Certificate of Designation annexed hereto as Exhibit C. The Series B Convertible
Redeemable  Preferred  Stock  would  carry a zero  coupon  and each share of the
Series B Convertible  Redeemable  Preferred Stock would be convertible  into ten
shares of the Corporation's  Common Stock. The holder of a share of the Series B
Convertible  Redeemable  Preferred  Stock  would be  entitled  to ten  times any
dividends paid on the Common Stock.  Mr. San Antonio would assume control of the
Corporation  as the  holder  of such  710,000  shares  of  Series B  Convertible
Redeemable Preferred Stock, since the Series B Convertible  Redeemable Preferred
Stock will have ten votes per share and vote as one class with the Common Stock.
Accordingly,  Mr. San Antonio, with over 49% of the voting power, will almost by
himself have  sufficient  voting  power to elect all of the Board of  Directors.
However, the Initial Purchasers of the Series B Convertible Redeemable Preferred
Stock, including Mr. San Antonio, would be required to vote in favor of Mr. Fyfe
or his designee as a director of the Corporation through June 30, 2000.

         Pursuant  to  the  terms  of  the  Agreement  and  the  Certificate  of
Designation,  from March 31, 2000 to June 30, 2000, the  Corporation  would have
the right to repurchase or redeem such shares of Series B Convertible Redeemable
Preferred  Stock from the  holders for a total  consideration  of $.10 per share
($76,500  in the  aggregate)  unless,  during  the  period  from the date of the
closing of the Transaction through March 31, 2000:

          (i)  the  Corporation's  shares of  common  stock  maintain  a minimum
               closing  bid  price  of not  less  than $2 per  share on a public
               market during a period of any 10  consecutive  trading days,  and
               either

          (ii) the  Corporation  raises a minimum of $2.5  million of new equity
               capital through a placement of Common Stock, or

          (iii)the  Corporation  has net  revenues of at least $1 million in any
               fiscal  quarter  through the fiscal quarter ending March 31, 2000
               (collectively, the "Trigger Conditions").

<PAGE>

          Mr. Fyfe or the director  designated by Mr. Fyfe will have the ability
to determine if the Corporation  will elect to exercise this redemption right on
behalf of the Corporation.

         Each  Series  B  Convertible   Redeemable   Preferred  Share  would  be
convertible  into ten shares of Common  Stock.  Upon  liquidation,  the Series B
Convertible  Redeemable  Preferred  Stock  would be junior to the  Corporation's
Series A Preferred  Stock and would  share  ratably  with the Common  Stock with
respect to liquidating distributions.

         There can be absolutely no assurance that any business plan implemented
by Mr.  San  Antonio  would  be  successful  or that  the  Corporation  would be
successful in obtaining necessary licensing.  Furthermore, while the Corporation
would  have the right to redeem the Series B  Convertible  Redeemable  Preferred
Stock if such  business  plan is not  successful  (as  measured  by the  Trigger
Conditions),  there can be absolutely no assurance  that the  Corporation  would
have sufficient  funds to redeem the Series B Convertible  Redeemable  Preferred
Stock or that the Corporation will not otherwise be damaged or insolvent if such
business  plan fails so that the  redemption  right  would not be  available  or
viable.

Item 5.       Interest in Securities of the Issuer.

           Based upon the  information set forth in the Proxy  Statement,  there
were 6,105,271  shares of Common Stock  outstanding on April 17, 1998, with each
share of Common  Stock having one vote per share.  As of May 18,  1998,  825,000
shares of Series B Preferred  Stock were  issued,  including  710,000  shares of
which Mr. San Antonio is the  beneficial  owner.  Mr. San  Antonio's  beneficial
ownership  includes  600,000  shares  issued to Mr. San Antonio,  25,000  shares
issued to Jonathan San  Antonio,  25,000  shares  issued to Brandon San Antonio,
50,000 shares issued to Valerie San Antonio, 5,000 shares issued to Lorraine San
Antonio and 5,000 shares  issued to Randall San Antonio.  Each share of Series B
Stock is  entitled to ten votes per share;  accordingly,  Mr. San Antonio is the
beneficial  owner of 86% of the class of Series B Preferred  Stock, and over 49%
of the voting  power of the  Company's  voting  stock.  Mr. San Antonio has sole
power to vote and to  direct  the  disposition  of  600,000  shares  of Series B
Preferred  Stock and has  shared  power to vote and direct  the  disposition  of
110,000 shares of Series B Preferred Stock  beneficially  owned by him. The only
transaction  effected  by Mr.  San  Antonio  in the  Company's  Common  Stock or
Preferred  Stock during the past 60 days was the purchase of the 710,000  shares
of Series B  Preferred  Stock  pursuant  to the Stock  Purchase  Agreement  in a
negotiated  transaction  with the Company,  for which this Schedule 13D is being
filed.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect 
          to Securities of the Issuer.

           The Series B  Preferred  Stock have been  purchased  pursuant  to the
Stock Purchase Agreement.

Item 7.    Materials to be Filed as Exhibits.

           The Stock Purchase  Agreement is incorporated by reference to Exhibit
B of the Proxy Statement.

<PAGE>

                                    Signature

          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.

Dated:        May 27, 1998

                                   /s/ Joel San Antonio
                                       _________________
                                       Joel San Antonio




ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).



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