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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
FIRST PRIORITY GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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First Priority Group, Inc.
270 Duffy Avenue
Hicksville, New York 11801-2828
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of
First Priority Group, Inc., a New York corporation (the "Company"), will be held
at First Priority Group, Inc., 270 Duffy Avenue, Hicksville, New York, on
Thursday, December 26, 1996 at 11:00 A.M. local time for the following purposes,
all of which are more completely set forth in the accompanying Information
Statement:
(1) To approve a Two (2) for Three (3) reverse split of the
Company's common stock and amend the Company's Certificate of
Incorporation as required to affect the reverse split.
(2) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on November
22, 1996, as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Special Meeting or any adjournment thereof.
BY ORDER OF THE BOARD
OF DIRECTORS
Barry Siegel
Co-Chairman, Co-Chief Executive Officer,
Treasurer and Secretary
December 5, 1996
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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First Priority Group, Inc.
270 Duffy Avenue
Hicksville, New York 11801-2828
INFORMATION STATEMENT
This Information Statement, expected to be mailed on or about
December 5, 1996 is furnished in connection with the Special Meeting of
Shareholders to be held on December 26, 1996, at 11:00 A.M., at First Priority
Group, Inc., 270 Duffy Avenue, Hicksville, New York, and at any adjournment
thereof, for the purposes set forth in the Notice of Special Meeting.
Only the holders of the Company's common stock of record at the
close of business on November 22, 1996 will be entitled to notice of and to vote
at the Special Meeting. As of November 22, 1996, there were outstanding
5,883,883 shares of the Company's common stock. Each share of common stock is
entitled to one (1) vote on each matter to be voted on, and a majority of the
shares entitled to vote, represented in person or by proxy, is required to
constitute a quorum for the transaction of business.
Each of the matters to be voted on at the Special Meeting requires
the affirmative vote of the holders of a majority of the issued and outstanding
shares of the Company's common stock represented and voting at the meeting.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
PROPOSAL DISCUSSED IN THIS INFORMATION STATEMENT.
PROPOSAL 1
On November 21, 1996, the Board of Directors of the Company approved a Two (2)
for Three (3) reverse split of the Company's common stock (the "Reverse Split"),
whereby every three shares of the Company's common stock will be exchanged for
two shares of the Company's stock. The Reverse Split is subject to shareholders'
approval. The Reverse Split will become effective on December 27, 1996, should
this proposal be approved by the shareholders. On November 22, 1996, the Company
had 5,883,883 shares issued and outstanding. Should this proposal be approved,
the Company would thereafter have 3,922,588 shares issued and outstanding.
The Board of Directors felt that the Reverse Split would be in the best interest
of the Company and its shareholders for three reasons: (a) the market would
perceive the higher stock price as more attractive to investors; (b) investors
in any future offerings of the Company's common stock may find the higher stock
price more attractive; and (c) the Reverse Split will assist the Company in
meeting the minimum listing criteria of the Nasdaq SmallCap Market, when and if
the Company applies for listing with the Nasdaq Stock Market, Inc..
Upon approval of this proposal, the officers of the Company will be authorized
to amend the Company's Certificate of Incorporation whereby the Fourth Paragraph
B would be amended to provide that the total number of authorized common stock
shares would become 13,333,333 shares, formerly 20,000,000 shares, having a par
value of $.0225 per share, formerly $.015 per share. The amendment to the
Certificate of Incorporation shall read:
(a) To delete the present Paragraph Fourth (A) and to substitute the following
in its place:
FOURTH
A. AUTHORIZED SHARES.
The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 14,333,333 shares, of which 1,000,000
shares shall be Preferred Stock, having a par value of $0.01 per share
("Preferred Stock"), and 13,333,333 shall be Common Stock, having a par value of
$0.0225 per share ("Common Stock"). The Board of Directors is expressly
authorized to provide for the classification and reclassification of any
unissued shares of Preferred Stock or Common Stock and issuance thereof in one
or more classes or series without the approval of the stockholders of the
Corporation.
PROPOSALS OF SHAREHOLDERS
Proposals of any shareholders of the Company which are to be presented at
the Company's
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1997 Annual Meeting of Shareholders which such shareholder wishes
to be included in the Company's Information Statement or Proxy Statement
relating to such Annual Meeting, must be received by the Company no later than
January 1, 1997. The next Annual Meeting of Shareholders is anticipated to be
held on June 20, 1997.
OTHER BUSINESS
The Special Meeting is called for the purposes set forth in the Notice of
Special Meeting of Shareholders. The Board of Directors does not intend to
present, and knows of no one who intends to present, any matter for action by
shareholders at such meeting other than the matters referred to in that Notice.
Barry Siegel
Co-Chairman, Co-Chief Executive Officer,
Treasurer and Secretary
First Priority Group, Inc.
270 Duffy Avenue
Hicksville, New York 11801
December 5, 1996
