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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, $0.15 par value
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(Title of Class of Securities)
335 914 20 6
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(CUSIP Number)
Mr. Anthony Kirincic
Kirlin Holding Corp.
6901 Jericho Turnpike, Suite 220
Syosset, New York 11791
Telephone: (516 ) 393-2500
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
August 6, 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: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 that 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>
SCHEDULE 13D
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CUSIP No. 597 413 10 3 Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kirlin Holding Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC -- See Item 3
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5 CHECK 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
Delaware
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7 SOLE VOTING POWER
800,000 Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 346,065 Shares
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 800,000 Shares
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
346,065 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,065 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 597 413 10 3 Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Anthony J. Kirincic
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF -- See Item 3
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5 CHECK 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
United States
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7 SOLE VOTING POWER
352,500 Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 352,500 Shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,500 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 597 413 10 3 Page 4 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Lindner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF -- See Item 3
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5 CHECK 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
United States
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7 SOLE VOTING POWER
382,500 Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 382,500 Shares
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
382,500 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|x|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Page 5 of 9 Pages
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the common stock, $0.15 par value, ("Common Stock") of First Priority Group,
Inc. ("Issuer"), a New York corporation, whose principal executive offices are
located at 51 Bethpage Road, Plainview, New York 11803. The percentage of
beneficial ownership in this statement is based upon 8,331,800 shares of Common
Stock outstanding as of August 4, 1999, which number was obtained from Issuer's
Annual Report on Form 10-QSB as filed with the Securities and Exchange
Commission ("Commission") on August 13, 1999.
Item 2. Identity and Background
(a) This statement is filed on behalf of (i) Kirlin
Holding Corp. ("Kirlin Holding"), (ii) Anthony Kirincic and (iii) David Lindner.
(b) The principal office of Kirlin Holding is 6901 Jericho
Turnpike, Syosset, New York 11791. The business address of each of Messrs.
Kirincic and Lindner is 6901 Jericho Turnpike, Syosset, New York 11791.
(c) Kirlin Holding is a holding company engaged in securities
brokerage and trading and investment and merchant banking primarily through
Kirlin Securities, Inc. ("Kirlin Securities"), its principal operating
subsidiary. Anthony Kirincic is the President, Chief Financial Officer and a
director of Kirlin Holding and Chief Financial Officer and a director of Kirlin
Securities. David Lindner is the Chairman and Chief Executive Officer of both
Kirlin Holding and Kirlin Securities. The only other executive officers and
directors of Kirlin Holding are Edward J. Casey and Harold Paul, each of whom is
a director of Kirlin Holding. Mr. Casey is a practicing attorney with McClintock
Weston Benshoof Rochefort Rubalcava & MacCuish, 444 South Flower Street, Los
Angeles, California 90071. Mr. Paul is a practicing attorney with Paul & Rosen
LLP, 420 Lexington Avenue, New York, New York 10170.
(d) During the last five years, none of the Reporting Persons
or directors identified in Item 2(c) has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
or directors identified in Item 2(c) has been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order against it or him enjoining it or him from
engaging in future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
<PAGE>
Page 6 of 9 Pages
(f) Kirlin Holding is a Delaware corporation. Each of Messrs.
Kirincic, Lindner, Casey and Paul are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of the Issuer
(a) Kirlin Holding beneficially owns 1,146,065 shares of
Common Stock (or 13.2% of the Issuer's outstanding Common Stock). Such amount
includes a 1995 Offering Warrant to purchase 40,000 shares and an Investment
Banking Warrant to purchase 300,000 shares of Common Stock held by Kirlin
Securities. In addition, such amount includes 6,065 shares owned by Kirlin
Securities as of August 18, 1999 and held in its trading account (which amount
may fluctuate on a day-to-day basis).
Mr. Kirincic beneficially owns 352,500 shares of Common Stock
(or 4.1% of the Issuer's outstanding Common Stock). Such amounts also includes a
1995 Offering Warrant to purchase 30,000 shares of Common Stock, an Investment
Banking Warrant to purchase 195,000 shares of Common Stock and a warrant to
purchase 63,750 shares of Common Stock purchased in the Issuer's private
offering in December 1997 ("December 1997 Warrant").
Mr. Lindner beneficially owns 382,500 shares of Common Stock
(or 4.4% of the Issuer's outstanding Common Stock). Such shares include a 1995
Offering Warrant to purchase 30,000 shares of Common Stock, an Investment
Banking Warrant to purchase 195,000 shares of Common Stock and a December 1997
Warrant to purchase 63,750 shares of Common Stock.
Neither Mr. Casey or Mr. Paul beneficially own any Common
Stock of Issuer.
(b) Kirlin Holding has the sole power to vote and dispose of
800,000 shares of Common Stock and, by virtue of it being the sole stockholder
of Kirlin Securities, the shared power to vote and dispose of the 346,065 shares
of Common Stock underlying the warrants and the shares held in the trading
account owned by Kirlin Securities described in (a) above, for which Kirlin
Securities nominally has voting and dispositive power.
Mr. Kirincic and his spouse have the sole power to vote and
dispose of the shares owned by them.
Mr. Lindner has the sole power to vote and dispose of the
shares owned by him.
<PAGE>
Page 7 of 9 Pages
Anthony Kirincic is the President and a Director of Kirlin
Holding and he beneficially owns 23.6% of the outstanding Common Stock of Kirlin
Holding. David Lindner is the Chairman and Chief Executive Officer of Kirlin
Holding and he beneficially owns 23.6% of the outstanding Common Stock of Kirlin
Holding. Accordingly, although individually neither of Messrs. Kirincic or
Lindner control Kirlin Holding, if they were to act together, they could control
Kirlin Holding. If they act together to exercise control over Kirlin Holding
they could be deemed to share voting and dispositive power over the shares owned
directly by Kirlin Holding and Kirlin Securities, or an aggregate of 1,146,065
additional shares each. Accordingly, Mr. Kirincic would then be deemed to own
1,498,565 shares of Common Stock (16.7% of the Issuer's outstanding Common
Stock) and Mr. Lindner would be deemed to beneficially own 1,528,565 shares of
Common Stock (17.1% of the Issuer's outstanding Common Stock). Both Messrs.
Kirincic and Lindner disclaim beneficial ownership of the shares beneficially
owned by Kirlin Holding or Kirlin Securities.
(c) Kirlin Securities owned 6,065 shares in its trading
account as of August 18, 1999. Kirlin Securities, as a broker-dealer, engages in
regular day-to-day trading relating to the maintenance of a secondary market for
the Issuer's Common Stock. In connection with such regular trading activity,
from the period commencing June 19, 1999 through August 18, 1999, Kirlin
Securities purchased 611,660 shares of Common Stock of the Issuer at an average
cost of $1.40 per share and sold 640,971 shares of Common Stock for an average
price of $1.16 per share. Accordingly, at the end of such 60-day period, Kirlin
Securities was a net seller of 29,311 shares.
Mr. Kirincic sold 37,500 shares of Common Stock in the market
on August 6, 1999 at a price of $1.50 per share. Mr. Kirincic's spouse sold
136,500 shares of Common Stock in the market on August 6, 1999 at a price of
$1.50 per share, and sold 85,000 shares in the market on August 17, 1999 at a
price of $1.3125 per share.
Mr. Lindner sold 80,000 shares of Common Stock in the market
on August 6, 1999 at a price of $1.50 per share, and sold 20,000 shares in the
market on August 18, 1999 at a price of $1.3125 per share.
Except for these transactions, none of the Reporting Persons
has engaged in any transactions of the Issuer's Common Stock during the 60 days
ending on August 18, 1999.
(d) Not applicable.
(e) On August 17, 1999, Mr. Kirincic ceased to beneficially
own more than 5% of the outstanding Common Stock of Issuer. On August 6, 1999,
Mr. Lindner ceased to beneficially own more than 5% of the outstanding Common
Stock of Issuer.
<PAGE>
Page 9 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement*
2. Form of Investment Banking Warrant (incorporated by
reference from Exhibit 10.2 of the Issuer's Quarterly Report
on Form 10-QSB for the period ended September 30, 1995).
3. Form of 1995 Offering Warrant (incorporated by reference
from Exhibit 10.3 of the Issuer's Annual Report on Form
10-KSB for the year ended December 31, 1995).
4. Form of December 1997 Warrant (incorporated by reference
from Exhibit 10.18 of the Issuer's Annual Report on Form
10-KSB for the year ended December 31, 1997).
_________________________
* Previously filed.
<PAGE>
Page 9 of 9 Pages
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: August 23, 1999
KIRLIN HOLDING CORP.
By: /s/ Anthony J. Kirincic
------------------------------
Name: Anthony J. Kirincic
Title: President
/s/ Anthony J. Kirincic
-------------------------------
Anthony J. Kirincic
/s/ David O. Lindner
-------------------------------
David O. Lindner
