SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CORNICHE GROUP INCORPORATED
(Name of Issuer)
Series B Convertible Redeemable Preferred Stock, par value $.01 per share
(Title of Class of Securities)
________________________________________________________________________________
(CUSIP Number)
Joel San Antonio
c/o Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
(203) 975-1100
________________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
- with copies to -
Ralph A. Siciliano, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
May 18, 1998
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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. [ ]
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.
Page 1 of 5 Pages
13D
CUSIP No.
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons:
Joel San Antonio
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group*:
(a)[ ]
(b)[ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds (See Instructions): PF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization: United States
________________________________________________________________________________
Number of Shares (7) Sole Voting Power: 575,000
Beneficially Owned (8) Shared Voting Power: 110,000
by Each Reporting (9) Sole Dispositive Power: 575,000
Person With: (10) Shared Dispositive Power: 110,000
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 685,000
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 47.6
________________________________________________________________________________
(14) Type of Reporting Person*: IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 5 Pages
SCHEDULE 13D
This Amendment number 1 to Schedule 13D is being filed on behalf of Joel
San Antonio ("San Antonio") to correct the number of shares of Series B
Convertible Redeemable Preferred Stock ("Series B Preferred Stock") held by Mr.
San Antonio and by Ronald Glime ("Glime"). Series B Preferred Stock was issued
in connection with the change in control of the Company approved by its
shareholders on May 18, 1998. However, on the closing of the transaction, an
incorrect number of shares of Series B Preferred Stock was issued to Mr. San
Antonio and the original Schedule 13D filed on May 28, 1998 reflected the
incorrect holdings of Mr. San Antonio. After the error was discovered, the stock
records of the Company were corrected to reflect the correct issuances.
Accordingly, this Amendment number 1 to Schedule 13D is filed to reflect the
correct holdings of Mr. San Antonio.
Item 1. Security and Issuer
This Schedule 13D of Mr. Joel San Antonio relates to the 685,000 shares of
Series B Convertible Redeemable Preferred Stock purchased by Mr. San Antonio
pursuant to the Stock Purchase Agreement, dated March 4, 1998 (the "Stock
Purchase Agreement"), between the Company and Mr. San Antonio and the other the
Initial Purchasers named therein. The Series B Preferred Stock vote as one class
with the Common Stock and have ten votes per share, giving Mr. San Antonio over
47.6% of the voting power of the Company.
The principal executive offices of the Company are located at 610 South
Industrial Boulevard, Suite 220, Euless, Texas 76040.
Item 2. Identity and Background
There is no change in this section.
Item 3. Source and Amount of Funds
There is no change in this section.
Item 4. Purpose of the Transaction
There is no change in this section.
Page 3 of 5 Pages
Item 5. Interest in Securities of the Issuer
(a)-(b) There were 6,335,231 shares of Common Stock outstanding on June 30,
1998, with each share of Common Stock having one vote per share. As of May 18,
1998, 825,000 shares of Series B Preferred Stock were issued, including 685,000
shares of which Mr. San Antonio is the beneficial owner. Mr. San Antonio's
beneficial ownership includes 575,000 shares issued to Mr. San Antonio, 25,000
shares issued to Jonathan San Antonio, 25,000 shares issued to Brandon San
Antonio, 50,000 shares issued to Valerie San Antonio, 5,000 shares issued to
Lorraine San Antonio and 5,000 shares issued to Randall San Antonio. Each share
of Series B Stock is entitled to ten votes per share; accordingly, Mr. San
Antonio is the beneficial owner of 83% of the class of Series B Preferred Stock,
and over 47.6%(1) of the voting power of the Company's voting stock. Mr. San
Antonio has sole power to vote and to direct the disposition of 575,000 shares
of Series B Preferred Stock and has shared power to vote and direct the
disposition of 110,000 shares of Series B Preferred Stock beneficially owned by
him.
(c) Mr. San Antonio had no transactions in Series B Preferred Stock during
the past 60 days or since the most recent filing of Schedule 13D.
(d) No other person has a right to receive or the power to direct the
receipt of dividends from, or sale of shares of Series B Preferred Stock of
which Mr. San Antonio is the beneficial owner.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships with
Respect to Securities of the Issuer
There is no change in this section.
Item 7. Material to be Filed as Exhibits
There is not change in this section.
- -----------------------------------
(1) The percentage reflecting Mr. San Antonio's voting power of the Company's
voting stock was calculated by multiplying 5,750,000 (number of shares of
common stock to be received upon conversion of Series B Preferred Stock) by
a hundred and dividing the product by 12,085,231 (common stock currently
outstanding increased by 4,750,000).
Page 4 of 5 Pages
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September __, 1998
/s/ Joel San Antonio
_________________
Joel San Antonio
Page 5 of 5 Pages