UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 28, 1998
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FIRST PRIORITY GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York 0-21467 11-2750412
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 East Bethpage Road, Plainview, New York 11803-4224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 694-1010
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(Former name or former address, if changed since last report.)
This document contains 18 pages. The Exhibit Index is located on page 3.
Page 1 of 18
Item 5. Other Events.
a. On December 28, 1998, the Board of Directors of First Priority Group,
Inc. (the "Company") authorized the issuance of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.015
per share (the "Common Stock"), of the Company. The description and terms of the
Rights, and certain defined terms used herein, are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and North American
Transfer Co. as Rights Agent (the "Rights Agent"), dated as of December 28, 1998
and attached hereto as Exhibit 4, and are summarized in Exhibit C to the Rights
Agreement. The Rights Agreement, including Exhibit C thereto, is hereby
incorporated herein by reference.
b. On December 28, 1998, the Board of Directors of the Company also
adopted the following amendments to the Company's By-laws:
(i) Article I Section 2 was amended to provide that shareholders shall
have no right to call special meeting of shareholders.
(ii) Article I Section 3 was amended to require that a shareholder
desiring to bring up business at an annual meeting so notify the Company not
less than 60 days nor more than 90 days prior to the anniversary date of
the immediately preceding annual meeting (the "Anniversary Date"), or if the
annual meeting is scheduled to be held on a date more than 30 days before the
Anniversary Date or more than 60 days after the Anniversary Date, not later than
the close of business on the later of (A) the 75th day prior to the scheduled
date of the annual meeting or (B) the 15th day following the day on which public
announcement of the date of such annual meeting is made by the Company.
(iii) Article II Section 1 was amended to implement a classified board
of directors. The directors will be classified, with respect to the term for
which they hold office, into three classes, as nearly equal as possible. One
class of directors (consisting of one director) shall be elected for a term
expiring at the annual meeting to be held in 1999, another class (consisting of
two directors) shall be elected for a term expiring at the annual meeting to be
held in 2000, and another class (consisting of two directors) shall be elected
for a term expiring at the annual meeting to be held in 2001.
(iv) Article II Section 2 was amended to require that shareholders
desiring to nominate one or more candidates for election to the board of
directors so notify the Company not less than 60 days nor more than 90 days
prior to the Anniversary Date, or if the annual meeting is scheduled to be held
on a date more than 30 days before the Anniversary Date or more than 60 days
after the Anniversary Date, not later than the close of business on the later of
(A) the 75th day prior to the scheduled date of the annual meeting or (B) the
15th day following the day on which public announcement of the date of such
annual meeting is made by the Company.
(v) Article IX Section 1 was amended to require that the by-laws may
only be amended or repealed by the shareholders by an affirmative vote of at
least sixty-six and two-thirds percent (66-2/3%) of the total votes eligible to
be cast on such amendment or repeal by holders of voting stock, voting together
as a class.
Page 2 of 18 Pages
The amendments relating to the classified board (clause (iii) above) and
the shareholder super-majority provision (clause (v) above) are subject to
shareholder approval, which the Company currently intends to seek at the next
annual meeting of shareholders. The amended and restated By-laws are attached
hereto as Exhibit 3, and are hereby incorporated herein by reference.
Item 7. Exhibits.
3 Amended and Restated By-laws of First Priority Group, Inc.
4 Shareholders Rights Agreement, dated as of December 28, 1998, between
First Priority Group, Inc. and North American Transfer Co., as Rights
Agent, together with Exhibits A, B and C attached thereto.
(Incorporated by reference to the Registrant's Registration Statement
on Form 8-A filed on December 31, 1998).
Page 3 of 18 Pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FIRST PRIORITY GROUP, INC.
By: /s/ Barry Siegel
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Name: Barry Siegel
Title: Chairman and CEO
Date: January 4, 1999
Page 4 of 18 Pages
Exhibits Index
Exhibit Number Description
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3 Amended and Restated Bylaws of First Priority Group, Inc.
4 Shareholder Rights Agreement, dated as of December 28, 1998
between First Priority Group, Inc. and North American
Transfer Co., as Rights Agent, together with Exhibits A, B
and C thereto. (Incorporated by reference to the
Registrant's Registration Statement on Form 8-A filed on
December 31, 1998).
Page 5 of 18 Pages