Pacific Ethanol, Inc. – ‘PRER14C’ on 11/25/96

As of:  Monday, 11/25/96   ·   Accession #:  889812-96-1814   ·   File #:  0-21467

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Revised Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14C     Revised Preliminary Information Statement              5     17K 

PRER14C
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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.  
--------------------------  
(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:                                             

(2) Form, Schedule or Registration Statement No.:                       

(3) Filing Party:                                                       

(4) Date Filed:                                                         

PRER14C
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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  

PRER14C
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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.     

PRER14C
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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                                                                   

PRER14C
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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                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14C’ Filing		Date		First		Last			Other Filings
		6/20/97		5
		1/1/97		5
		12/27/96		4
		12/26/96		2		3
		12/5/96		2		5
Filed on:		11/25/96							PRES14C
		11/22/96		2		4
		11/21/96		4
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