UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE EXCHANGE ACT OF 1934
(Amendment No. 2 )1
First Priority Group, Inc.
(Name of Issuer)
Common Stock, $.015 par value per share
(Title of Class of Securities)
33591 42 06
(CUSIP Number)
Michael D. London
General Partner
The Golddonet Group
221 Main Street, Suite 250
San Francisco, CA 94105
(415) 836-6800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 1, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
__________
1 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 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Golddonet Group
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER 1,295,000
OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,295,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael D. London
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER 0
OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,295,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,295,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sheldon L. Goldman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER 0
OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,295,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,295,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald H. Colnett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER 0
OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,295,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,295,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
Item 1. Security and Issuer
This Schedule 13D, as amended ("Schedule"), 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.
Item 2. Identity and Background
This Schedule is filed by 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."
During the last five years, none of TGG nor any of the
Partners has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors), nor has any of such
persons been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is 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. London is the CEO of American Information Company
Inc. ("AIC"). Mr. Goldman is the President of Auto Insider
Service Inc. ("Auto Service") and Executive Vice President of
AIC. The business address for Messrs. London and Goldman and for
the principal offices of AIC and Auto Service is 221 Main Street,
Suite 250, San Francisco, California 94105. Mr. Colnett's
address is 2965 Pacific Avenue, San Francisco, California 94115.
He is a self-employed marketing and business consultant.
Each of the Partners is a citizen of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 2 to the Schedule is being filed
solely to report the expiration of the April Options (defined in
Item 5, below) and the resulting termination of the Proxies
(defined in Item 5, below). In January 1999, TGG purchased an
aggregate of 200,000 shares of Common Stock under purchase
agreements dated December 2, 1998 (the "Purchase Agreements"),
with (a) Leonard Giarraputo and Frances Giarraputo (the
"Giarraputo Sellers"), and (b) Michael Karpoff and Patricia
Rothbardt (the "Karpoff Sellers"). The funds for the purchase
price of such shares were allocated from working capital, which
was provided to TGG from personal funds of the Partners.
Page 6 of 9 Pages
<PAGE>
Item 4. Purpose of Transaction
TGG had acquired its shares of Common Stock and options
to purchase Common Stock ("Options"), because the Partners viewed
the Company as a potential attractive investment opportunity and
were interested in obtaining a major investment position in the
Company in order to attempt to influence Company management with
respect to the future direction of the Company, including the
possibility of an acquisition transaction between the Company and
AIC. On December 7, 1998, AIC entered into a letter agreement
with the Company (the "Letter of Interest"), which contemplated a
merger whereby the Company would issue shares of Common Stock for
the outstanding common stock of AIC. On February 11, 1999, the
Letter of Interest was terminated. TGG continues to hold 200,000
shares of Common Stock and the Options for investment purposes.
Except as stated in Item 6, neither TGG nor any of the
Partners has any plans or proposals which would result in any of
the events described in Item 4 (a) through (j).
Item 5. Interest in Securities of the Issuer
(a) TGG beneficially owns 1,295,000 shares of Common
Stock, consisting of (i) 200,000 shares actually owned, (ii)
50,000 shares which TGG has agreed it will purchase on January 3,
2000, subject to certain conditions, and (iii) 1,045,000 shares
underlying Options granted to TGG under the Purchase Agreements.
The shares beneficially owned by TGG represent approximately
15.2% of the Common Stock outstanding, based on 8,231,800 shares
outstanding as of November 13, 1998 (as reported in the Company's
quarterly report on Form 10-Q for the quarter ended September 30,
1998), as adjusted to reflect the assumed issuance of 295,000
shares underlying Options under one of the Purchase Agreements.
TGG had held additional Options to purchase 400,000
shares of Common Stock (the "Expired Options"). The Option to
purchase 50,000 shares expired unexercised on January 4, 1999 and
the Options to purchase 350,000 shares (the "April Options")
expired unexercised on April 1, 1999. TGG also held proxies to
vote the shares of Common Stock underlying all of the Options
(collectively, the "Proxies"). As a result of the expiration of
the April Options, in accordance with the Purchase Agreements,
the Proxies were terminated with respect to all of the Options.
Each of the Partners, as trustee of a trust that is a
general partner in TGG, indirectly beneficially owns the shares
of Common Stock beneficially owned by TGG. Each of the Partners
disclaims beneficial ownership of any shares of Common Stock,
other than the shares held directly by TGG.
(b) TGG has sole voting and dispositive power with
respect to the 200,000 shares that it actually owns. As general
partners of TGG, the Partners may be deemed to share voting and
dispositive power with respect to such shares.
Page 7 of 9 Pages
<PAGE>
(c) Except for the expiration of the Expired Options
and the resulting termination of the Proxy, none of the reporting
persons has effected any transactions in the Common Stock since
the filing of Amendment No. 1 to the Schedule.
(d) None of the persons named in paragraph (a) of this
Item 5 is aware of any other person who has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by
TGG.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On December 2, 1998, TGG entered into an agreement (the
"Kirlin Agreement") with Kirlin Securities Inc. ("Kirlin") which
provides that, if TGG exercises the Options under the Purchase
Agreements that expire on or before December 31, 2000, then TGG
shall pay Kirlin a $50,000 fee. As a result of TGG not
exercising the April Options, this fee will not be payable to
Kirlin. The Kirlin Agreement also provides that, if the Company
is merged with AIC, TGG will use its reasonable efforts to have
the merged company pay to Kirlin a customary finder's fee in
warrants to purchase common stock of the merged entity, subject
to certain conditions.
The only contracts, arrangements, understandings and
relationships among the persons identified in Item 2 and between
such persons and any other person with respect to any security of
the Company are the Purchase Agreements and the Kirlin Agreement.
Summaries in this Schedule of the terms of such agreements are
qualified in their entirety by reference to the full text of the
agreements, which are filed as Exhibits to this Schedule.
Item 7. Material to Be Filed as Exhibits
Exhibit 1: Joint Filing Agreement and Power of Attorney,
dated December 11, 1998, by the Reporting Persons *
Exhibit 2: Agreement among TGG and the Giarraputo Sellers,
dated December 2, 1998, as amended December 9, 1998*
Exhibit 3: Agreement among TGG and the Karpoff Sellers, dated
December 2, 1998, as amended December 9, 1998*
Exhibit 4: Omitted
Exhibit 5: Agreement between TGG and Kirlin, dated December 2, 1998*
* Previously filed.
Page 8 of 9 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: April 15, 1999 The Golddonet Group
By: /s/ Michael D. London
Michael D. London, General Partner
London Family Trust
By: /s/ Michael D. London
Michael D. London, Trustee
Goldman Family Trust
By: *
Sheldon L. Goldman, Trustee
Ronald H. and Linda S. Colnett Trust
By: *
Ronald H. Colnett, Trustee
* By: /s/ Michael D. London
Michael D. London
Attorney-in-Fact
Page 9 of 9 Pages
