SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
FIRST PRIORITY GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.015 PAR VALUE PER SHARE
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(Title of Class of Securities)
335914206
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(CUSIP Number)
Michael D. London
General Partner
The Golddonet Group
221 Main Street, Suite 250
San Francisco, CA 94105
(415) 836-6800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 11, 1999
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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 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 filed on paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See S.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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 335914206 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
The Golddonet Group (IRS No. Pending)
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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
California
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7 SOLE VOTING POWER
NUMBER OF
1,695,000 shares (including 1,445,000 shares
SHARES underlying options)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,695,000 shares (including 1,445,000 shares
underlying options)
PERSON WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,000 shares (including 1,445,000 shares underlying
options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.88%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 335914206 PAGE 3 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael D. London
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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
PF
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,695,000 shares (including 1,445,000 shares
OWNED BY underlying options)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,695,000 shares (including 1,445,000 shares
underlying options)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,000 shares (including 1,445,000 shares underlying
options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.88%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 335914206 Page 4 of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Sheldon L. Goldman
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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
PF
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,695,000 shares (including 1,445,000 shares
OWNED BY underlying options)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,695,000 shares (including 1,445,000 shares
underlying options)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,000 shares (including 1,445,000 shares underlying
options)
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.88%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 335914206 PAGE 5 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Ronald H. Colnett
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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
PF
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,695,000 shares (including 1,445,000 shares
OWNED BY underlying options)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
1,695,000 shares (including 1,445,000 shares
underlying options)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,695,000 shares (including 1,445,000 shares underlying
options)
-----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.88%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.015 par
value per share ("Common Stock"), of First Priority Group, Inc.,
a New York corporation (the "Company"). The principal executive
offices of the Company are located at 51 East Bethpage Road,
Plainview, New York 11803. This Schedule amends the initial
Schedule 13D (the "Initial Schedule") filed by the persons noted
in Item 2 for an event of December 2, 1998. Except to the extent
amended herein, the information in the Initial Schedule remains
in force and effect.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is The Golddonet
Group, a California general partnership ("TGG"). Its address is
221 Main Street, San Francisco, California 94105.
The general partnership interests in TGG are held as
follows: Michael D. London, as trustee for the London Family
Trust (51%), Sheldon L. Goldman, as trustee for the Goldman
Family Trust (24.5%), and Ronald H. Colnett, as trustee for the
Ronald H. and Linda S. Colnett Trust (24.5%). Messrs. London,
Goldman and Colnett are referred to herein as the "Partners".
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 4, 1999, TGG acquired 200,000 shares of
Common Stock at an aggregate purchase price of $200,000 upon the
closing of the Purchase Agreements, dated December 2, 1998 (the
"Purchase Agreements"), with Leonard Giarraputo and Frances
Giarraputo (100,000 shares) and with Michael Karpoff and Patricia
Rothbardt (100,000 shares). For additional information regarding
these Agreements, see Exhibits 2 and 3 to the Initial Schedule.
The funds for the acquisition of the 200,000 shares of Common
Stock were allocated from the working capital of TGG, which was
provided by the personal funds of the Partners. It is presently
contemplated that the source of funds required by TGG to purchase
any additional shares of Common Stock as contemplated herein will
come from the personal funds of the Partners.
ITEM 4. PURPOSE OF TRANSACTION.
LETTER OF INTEREST
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On December 7, 1998, American Information Company Inc.
(d/b/a Consumers Car Club) ("AIC") entered into a letter
agreement with the Company (the "Letter of Interest") which
expressed their preliminary indication of interest for a
combination of AIC and the Company. The Letter of Interest was
Exhibit 4 to the Initial Schedule. The proposal contemplated a
tax-free merger whereby the Company would issue shares of Common
Stock for the outstanding Common Stock of AIC, subject to entry
into a definitive agreement after mutual due diligence reviews
and other closing conditions. On February 11, 1999, the Letter
of Interest was terminated and would have no further force or
effect on either party thereto.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) TGG may be deemed the beneficial owner of an
aggregate of 1,695,000 shares of Common Stock consisting of
(i) 200,000 shares which TGG purchased pursuant to the Purchase
Agreements, (ii) 50,000 shares which TGG has agreed to purchase
pursuant to the Purchase Agreements subject to certain
conditions, and (iii) 1,445,000 shares underlying options granted
to TGG pursuant to the Purchase Agreements, which represents
approximately 19.88% of the outstanding shares of Common Stock.
The outstanding shares is based upon 8,231,800 shares outstanding
as of November 13, 1998 (as reported in the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30, 1998)
and as adjusted to reflect the assumed issuance of 295,000 shares
underlying options expiring on December 31, 2001 under the
Karpoff Agreement. The Purchase Agreements also grant to TGG
certain voting rights with respect to the shares underlying
options to purchase Common Stock.
Mr. London, as trustee of a trust which is a general
partner in TGG, may be deemed the indirect beneficial owner of
1,695,000 shares of Common Stock, or approximately 19.88% of the
outstanding shares by virtue of his ownership interest in TGG.
Mr. Goldman, as trustee of a trust which is a general
partner in TGG, may be deemed the indirect beneficial owner of
1,695,000 shares of Common Stock, or approximately 19.88% of the
outstanding shares by virtue of his ownership interest in TGG.
Mr. Colnett, as trustee of a trust which is a general
partner in TGG, may be deemed the indirect beneficial owner of
1,695,000 shares of Common Stock, or approximately 19.88% of the
outstanding shares by virtue of his ownership interest in TGG.
Each of the Partners disclaims any beneficial ownership
in any shares of the Company's Common Stock which may be
attributed to him other than through his participation in TGG.
(b) TGG has the power to vote and direct the
disposition of the 200,000 shares of Common Stock acquired on
January 4, 1999 and pursuant to irrevocable proxies granted under
the Purchase Agreements, the power to vote and direct the vote
1,445,000 shares of Common Stock underlying options. By virtue
of the relationships described in Item 2 of this Schedule, each
of the Partners may be deemed to share indirect power to vote and
direct the disposition of the 200,000 shares of Common Stock
directly owned by TGG and the 1,445,000 shares underlying Common
Stock purchase options.
(c) On January 4, 1999, TGG purchased 200,000 shares
of Common Stock, see Item 3 of this Schedule.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
Date: March 4, 1999 THE GOLDDONET GROUP
By: /s/ Michael D. London
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Michael D. London,
General Partner
LONDON FAMILY TRUST
By: /s/ Michael D. London
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Michael D. London, Trustee
GOLDMAN FAMILY TRUST
By: *
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Sheldon L. Goldman, Trustee
RONALD H. AND LINDA S. COLNETT
TRUST
By: *
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Ronald H. Colnett, Trustee
By: /s/ Michael D. London
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Michael D. London, with Power
of Attorney for each of the
persons indicated by an
asterisk
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