SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Alarmguard Holdings, Inc.
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(Exact name of registrant as specified in its charter)
April 15, 1997
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Date of Report (Date of earliest event reported)
Delaware 0-21882 33-0318116
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(State or other juris- (Commission (I.R.S. employer
diction of incorporation) file number) identification no.)
125 Frontage Road, Orange, Connecticut 06477
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(Address of principal executive offices) (Zip Code)
(203) 795-9000
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(Registrant's telephone number, including area code)
Triton Group Ltd., 550 West "C" Street, Suite 1880, San Diego, California 92101
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(Former name or former address, if changed since last report)
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Item 1. Change of Control of the Registrant
The merger ("Merger") of Security Systems Holdings, Inc., a Delaware
corporation ("SSH"), and Triton Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Registrant ("Merger Sub"), as described in the
Proxy Statement/Prospectus that forms part of a Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the "Commission") (File
No. 333-23307) (the "Registration Statement"), was completed on April 15, 1997.
The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of
December 23, 1996, as amended on March 6, 1997 (the "Merger Agreement"), by and
among the Registrant, Merger Sub and SSH. As a result of the Merger, Merger Sub
has ceased to exist and SSH will continue as the surviving corporation and as a
wholly-owned subsidiary of the Registrant. In addition, in connection with the
Merger the Registrant effected a one-for-ten reverse stock split (the "Reverse
Stock Split") on April 15, 1997. The Proxy Statement/Prospectus that forms part
of the Registration Statement and the Merger Agreement are designated as
Exhibits 99.1 and 2.1 hereto, respectively, and are incorporated herein by
reference.
Pursuant to the Merger Agreement, the Board of Directors of the
Registrant, except for Michael M. Earley and Michael E. Cahr, were replaced on
April 15, 1997 with a new Board of Directors which, in addition to Messrs.
Earley and Cahr, included Russell R. MacDonnell, David Heidecorn, Stuart L.
Bell, Stephen L. Green and Thomas W. Janes. Messrs. MacDonnell, Heidecorn, Bell,
Green and Janes served as directors of SSH prior to the Merger.
Pursuant to the Merger Agreement and in consideration of the Merger,
SSH's stockholders received an aggregate of approximately 2,877,368 shares (the
"Merger Shares") of common stock, par value $.0001 per share, of the Registrant
(the "Common Stock"), representing approximately 57% of the Common Stock
outstanding upon consummation of the Merger. The Merger Shares were allocated
among SSH's stockholders as follows: (i) each share of common stock of SSH was
converted into 3.68023 shares of Common Stock, (ii) each share of SSH's Series A
Preferred Stock, together with all dividends thereon that had accrued and
remained unpaid through January 31, 1997, was converted into 15.05297 shares of
Common Stock and (iii) each share of SSH's Series B Preferred Stock, together
with all dividends thereon that had accrued and remained unpaid through January
31, 1997, was converted into 17.24188 shares of Common Stock. The consideration
paid by the Registrant was determined through negotiations between SSH and its
representatives and the Registrant and its representatives. Upon consummation of
the Merger, the Merger Shares were listed on the American Stock Exchange under
the symbol "AGD."
The following table sets forth certain information regarding the
ownership of Common Stock as of March 14, 1997, prior to the Merger and without
giving effect to the Reverse Stock Split, for: (a) each stockholder of the
Registrant who owned at least 5% of the Common Stock prior to the consummation
of the Merger; (b) each executive officer and director of the Registrant prior
to the Merger; and (c) all such officers and directors as a group:
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Amount and Nature Percent
of Beneficial Beneficially
Name and Address Ownership Owned (1)
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Ryback Management Corporation.............. 3,507,400(2) 16.3%
7711 Carondelet Ave., Box 16900
St. Louis, MO 63105
Morgens Waterfall.......................... 2,870,783(3) 13.3%
10 East 50th Street, 2th Floor
New York, NY 10022
Federated Investors........................ 1,235,001(4) 5.7%
1000 Liberty Street-26th Street
Federated Investors Tower
Pittsburgh, PA 15222
Michael M. Earley.......................... 369,215 1.7%
Mark G. Foletta............................ 247,755 1.2%
Richard R. Tartre.......................... 148,000 *
Michael E. Cahr............................ 75,000 *
All executive officers and
directors as a group (4 persons)....... 839,970 3.9%
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* Less than 1.0%.
(1) Percentages have been calculated using the outstanding shares of Common
Stock as of March 14, 1997 of 21,553,502.
(2) Pursuant to Amendment No. 2 to Schedule 13G filed with the Commission on
January 27, 1997 by Ryback Management Corporation ("Ryback"). Shares
indicated as beneficially owned by Ryback include 2,146,800 shares
beneficially owned by Lindner Growth Fund and 1,360,600 shares beneficially
owned by Lindner Bulwark Fund. Ryback has sole voting and dispositive power
over all of such 3,507,400 shares.
(3) Pursuant to Amendment No. 4 to Schedule 13D filed with the Commission on
October 7, 1996 jointly by (a) Phoenix Partners ("Phoenix"), (b) Betje
Partners ("Betje"), (c) Phaeton International N.V. ("Phaeton"), (d) Morgens
Waterfall Vintiadis Investments N.V. ("MWV"), (e) Morgens Waterfall Income
Partners ("MWIP"), (f) Morgens, Waterfall, Vintiadis & Company, Inc.
("Morgens Waterfall"), (g) Restart Partners L.P. ("Restart"), (h) Restart
Partners II, L.P. ("Restart II"), (i) Restart Partners III, L.P. ("Restart
III"), (j) Restart Partners IV, L.P. ("Restart IV"), (k) MWV Employee
Retirement Plan Group Trust (the "MWV Plan"), (l) The Common Fund for
Non-Profit Organizations (the "Common Fund"), (m) Edwin H. Morgens
("Morgens"), and (n) Bruce Waterfall ("Waterfall"). Shares indicated as
beneficially owned by Morgens Waterfall include 343,206 shares beneficially
owned by MWV, 173,423 shares beneficially owned by Betje, 64,768 shares
beneficially owned by MWIP, 501, 213 shares beneficially owned by Phoenix,
400, 687 shares beneficially owned by Restart, 632,697 shares beneficially
owned by Restart II, 441,260 shares beneficially owned by Restart III,
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211,830 shares beneficially owned by Restart IV, 12,616 shares beneficially
owned by Common Fund, and 89,083 shares beneficially owned by the MWV Plan.
Each such entity has sole voting and dispositive power over the shares which
it beneficially owns, and disclaims beneficial ownership of any securities
owned, directly or indirectly, by any other entity.
(4) Pursuant to Schedule 13G filed with the Commission on February 14, 1994 by
Federated Investors ("Federated"). Shares indicated as beneficially owned by
Federated, over which the Voting Shares Irrevocable Trust has sole voting
and dispositive power and each of John F. Donahue, Rhodora J. Donahue and J.
Christopher Donahue has shared voting and dispositive power, represent
shares beneficially owned by mutual funds advised by subsidiaries of
Federated which have the power to direct investments and vote the
securities. For purposes of the reporting requirements of Regulation 13D of
the Exchange Act, Federated, its principal stockholders and its investment
adviser subsidiaries declare that the filing of the Schedule 13G disclosing
beneficial ownership of securities should not be construed as an admission
that they are the beneficial owners of such securities, and Federated, its
principal stockholders and its investment adviser subsidiaries expressly
disclaim that they are in fact the beneficial owner of such securities.
The following table sets forth certain information regarding the
ownership of Common Stock as of April 15, 1997, giving effect to the Merger and
the Reverse Stock Split, for: (a) each stockholder of the Registrant who is the
owner of at least 5% of the Common Stock subsequent to the consummation of the
Merger; (b) each executive officer and director of the Registrant subsequent to
the Merger; and (c) all such officers and directors as a group:
Number of Shares of
Name of Common Stock Percentage
Beneficial Owner Beneficially Owned(1) of Total
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Canaan Entities............................ 793,103(2) 15.8%
105 Rowayton Ave.
Rowayton, Ct. 06853
Triumph-Connecticut Limited Partnership.... 767,554 15.3%
60 State Street
21st Floor
Boston, MA 02109
Ryback Management Corporation.............. 350,740(3) 7.0%
7711 Carondelet Ave., Box 16900
St. Louis, MO 6310522
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Number of Shares of
Name of Common Stock Percentage
Beneficial Owner Beneficially Owned(1) of Total
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Patrick J. Herbert, III.................... 332,465(4) 6.6%
Simpson Estates, Inc.
30 North La Salle Street
Suite 1232
Chicago, IL 60602
Morgans Waterfall ......................... 287,078(5) 5.7%
10 East 50th Street, 26th Floor
New York, NY 10022
Russell R. MacDonnell...................... 89,682(6) 1.8%
David Heidecorn............................ 39,673(7) *
Michael M. Earley.......................... 36,922(8) *
Stuart L. Bell............................. 55,125(9) 1.1%
Stephen L. Green........................... 793,103(10) 15.8%
Thomas W. Janes............................ 767,554(11) 15.3%
Michael E. Cahr............................ 7,500(12) *
Gregory J. Westhoff........................ 25,578(13) *
Joseph J. Monachino........................ 2,691(14) *
Peter M. Rogers............................ 0 *
All directors or executive officers of
the Registrant, as a group.......... 1,817,827 36.0%
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* Less than 1.0%.
(1) Does not give effect to the issuance by the Registrant on April 15, 1997 to
the following persons of warrants (the "Warrants") to purchase the number
of shares of Common Stock indicated after such person's name: (i) Russell
R. MacDonnell (5,868 shares); (ii) David Heidecorn (3,521 shares); and
(iii) BF Partners (18,777 shares). The Warrants are exercisable for a
period of five years commencing on April 15, 1997 at a price of $11.11 per
share.
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(2) The Canaan Entities consist of the following entities, each of which
beneficially owns the number of shares of Common Stock indicated after its
name: (a) Canaan Venture Limited Partnership (233,965) and (b) Canaan
Venture Offshore Limited Partnership C.V. (559,138). Each of the Canaan
Entities has sole voting power with respect to its shares.
(3) Pursuant to Amendment No. 2 to Schedule 13G filed with the Commission on
January 27, 1997 by Ryback. Shares indicated as beneficially owned by
Ryback include 214,680 shares beneficially owned by Lindner Growth Fund and
136,060 shares beneficially owned by Lindner Bulwark Fund. Ryback has sole
voting and dispositive power over all of such 350,740 shares.
(4) Includes 285,633 shares held by Allis & Co. ("Alis") and 46,832 shares held
by the Thorne-Barnes 1994 Trust (the "1994 Trust"). Mr. Herbert serves as
trustee of the 1994 Trust and is President of Simpson Estates, Inc., which
is general partners of Alis, and thus, under the rules and regulations of
the Commission, may be deemed to be the beneficial owner of the shares held
by the Alis Entities. Mr. Herbert has sole dispositive power with respect
to 324,857 shares and shared dispositive power with respect to 6,304
shares. Mr. Herbert disclaims beneficial ownership with respect to 330,226
shares.
(5) Pursuant to Amendment No. 4 to Schedule 13D filed wit the Commission on
October 7, 1996 jointly by (a) Phoenix, (b) Betje, (c) Phaeton, (d) MWV,
(e) MWIP, (f) Morgens Waterfall, (g) Restart, (h) Restart II, (i) Restart
III, (j) Restart IV, (k) the MWV Plan, (l) the Common Fund, (m) Morgens and
(n) Waterfall. Shares indicated as beneficially owned by Morgens Waterfall
include (subject to rounding error due to the Reverse Stock Split) 34,321
shares beneficially owned by MWV, 17,342 shares beneficially owned by
Betje, 6,479 shares beneficially owned by MWIP, 50,121 shares beneficially
owned by Phoenix, 40,069 shares beneficially owned by Restart, 63,270
shares beneficially owned by Restart II, 44,126 shares beneficially owned
by Restart III, 21,183 shares beneficially owned by Restart IV, 1,262
shares beneficially owned by the Common Fund, and 8,908 shares beneficially
owned by the MWV Plan. Each such entity has sole voting and dispositive
power over the shares which it beneficially owns, and disclaims beneficial
ownership of any securities owned, directly or indirectly, by any other
entity.
(6) Includes options assumed by the Registrant pursuant to the Merger ("Assumed
Options") exercisable within 60 days to purchase 8,925 shares.
(7) Includes Assumed Options exercisable within 60 days to purchase 4,462
shares.
(8) Does not include options to purchase 10,00 share of Common Stock granted on
April 15, 1997 pursuant to the Registrant's 1997 Long-Term Stock Incentive
Plan (the "1997 Plan")
(9) Includes 9,200 shares held by Mr. Bell as custodian for the benefit of his
three minor children and 6,105 shares held by BF Partners, of which Mr.
Bell is a partner. Mr. Bell has sole voting power with respect to such
6,105 shares. Does not include options to purchase 10,000 shares of Common
Stock granted on April 15, 1997 pursuant to the 1997 Plan.
(10) Mr. Green is a general partner of various venture capital investment funds
that may be deemed to be affiliated with the Canaan Entities, and thus,
under the rules and regulations of the Commission, may be deemed to be the
beneficial owner of the shares of Common Stock owned by the Canaan
Entities. Accordingly, such shares are included in the table as
beneficially owned by Mr. Green. Mr. Green is not a general partner of the
Canaan Entities, and has no voting power with respect to such shares. Mr.
Green disclaims beneficial ownership of such shares.
(11) Mr. Janes is a general partner of Triumph-Connecticut Limited Partnership
("Triumph"), and thus, under the rules and regulations of the Commission,
may be deemed to be the beneficial owner of the shares of Common Stock
owned by Triumph. Accordingly, such shares are included in the table as
beneficially owned by Mr. Janes. Triumph has sole voting power with respect
to such shares. Mr. Janes disclaims beneficial ownership of such shares.
(12) Does not include options to purchase 10,000 shares of Common Stock granted
on April 15, 1997 pursuant to the 1997 Plan.
(13) Includes Assumed Options exercisable within 60 days to purchase 2,576
shares.
(14) Includes Assumed Options exercisable within 60 days to purchase 2,691
shares.
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(b) Except as described in this Item 1 or in the Registration Statement,
there are no arrangements, known to the Registrant, the operation of which may
at a subsequent date result in a change in control of the Registrant.
Item 2. Acquisition or Disposition of Assets
Pursuant to the Merger, a wholly-owned subsidiary of the Registrant
merged with and into SSH, with SSH as the surviving corporation and a
wholly-owned subsidiary of the Registrant. The assets of SSH are described in
the Proxy Statement/Prospectus that forms part of the Registration Statement
designated as Exhibit 99.1 hereto, which is incorporated herein by reference.
Item 4. Changes in Registrant's Certifying Accountant.
On April 15, 1997, the Merger was completed. After the Merger, the
business and operation of SSH became the primary business and operation of the
Registrant.
(a) Previous independent accountants
(i) On April 15, 1997, the Registrant dismissed Price
Waterhouse LLP, which served as the Registrant's independent accountants
prior to the Merger.
(ii) The reports of Price Waterhouse LLP on the financial
statements for the past two fiscal years of the Registrant contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through April 15, 1997, there were no disagreements with
Price Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse
LLP, would have caused Price Waterhouse LLP to make reference thereto in
their report on the financial statements for such years.
(v) The Registrant has requested that Price Waterhouse LLP
furnish it with a letter addressed to the Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated
April 16, 1997, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
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The Registrant engaged Ernst & Young LLP as its new independent
accountants as of April 15, 1997. This was approved by the Registrant's Board of
Directors on April 15, 1997. Prior to the Merger, Ernst & Young LLP had served
as the independent accountants to SSH. During the two most recent fiscal years
and through April 15, 1997, the Registrant has not consulted with Ernst & Young
LLP regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Registrant's financial statements; or
(ii) any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a reportable event,
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 5. Other Events
Pursuant to the Merger, the Registrant changed its name to
Alarmguard Holdings, Inc. Its new address is 125 Frontage Road, Orange,
Connecticut 06477.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) Substantially the same information as that required by
paragraph (a) of Item 7 with respect to the consolidated balance sheets of
the business acquired by the Registrant as of December 31, 1995 and 1996,
and the related consolidated statements of operations, stockholders'
deficiency and cash flows for each of the three years in the period ended
December 31, 1996 has been previously reported by the Registrant in the
Proxy Statement/Prospectus that forms part of the Registration Statement.
In accordance with General Instruction B.3 to Form 8-K, such information
is not reported in this Form 8-K.
(ii) It is impracticable to provide the required unaudited
financial statements for the business acquired by the Registrant as of and
for the interim three-month period ended March 31, 1997. The Registrant
will file such required unaudited financial statements for the business
acquired by the Registrant as soon as practicable, but not later than 60
days after the date on which the Report on Form 8-K is required to be
filed.
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(b) Pro Forma Financial Information.
(i) Substantially the same information as that required by
paragraph (b) of Item 7 with respect to the unaudited pro forma condensed
combined statement of operations for the year ended December 31, 1996
giving effect to the Merger has been previously reported by the Registrant
in the Proxy Statement/Prospectus that forms part of the Registration
Statement. In accordance with General Instruction B.3 to Form 8-K, such
information is not reported in this Form 8-K.
(ii) It is impracticable to provide the required unaudited pro
forma condensed combined financial statements giving effect to the Merger
as of and for the interim three-month period ended March 31, 1997. The
Registrant will file such required unaudited pro forma condensed combined
financial statements giving effect to the Merger as soon as practicable,
but not later than 60 days after the date on which the Report on Form 8-K
is required to be filed.
(c) Exhibits.
Number Exhibit
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2.1 Agreement and Plan of Merger By and Among Triton Group
Ltd., Triton Acquisition Corp. and Security Systems
Holdings, Inc. (restated to reflect Amendment No. 1 to
Agreement and Plan of Merger dated as of March 6, 1997)
(incorporated by reference to Exhibit 2.03 to the
Registration Statement on Form S-4 (file No. 333-23307) of
the Registrant).
16 Letter from Price Waterhouse LLP.
99.1 Registrant's Proxy/Statement Prospectus, dated March 14,
1997 (incorporated by reference to the Registrant's
Registration Statement on Form S-4, File No. 333-23307).
99.2 Press Release of Alarmguard Holdings, Inc.,
dated April 15, 1997.
Item 8. Change in Fiscal Year
As a result of the Merger, the Registrant's fiscal year end will change to
that of SSH's. The determination to change the Registrant's fiscal year was made
by the Board of Directors of the Registrant on April 15, 1997. The new fiscal
year will end on December 31.
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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 hereunto duly authorized.
ALARMGUARD HOLDINGS, INC.
Dated: April 21, 1997 By: /s/ David Heidecorn
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Name: David Heidecorn
Title: Executive Vice President & Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit
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2.1 Agreement and Plan of Merger By and Among Triton Group Ltd.,
Triton Acquisition Corp. and Security Systems Holdings, Inc.
(restated to reflect Amendment No. 1 to Agreement and Plan
of Merger dated as of March 6, 1997) (incorporated by
reference to Exhibit 2.03 to the Registration Statement on
Form S-4 (file No. 333-23307) of the Registrant).
16 Letter from Price Waterhouse LLP.
99.1 Registrant's Proxy Statement/Prospectus, dated March 14, 1997
(incorporated by reference to the Registrant's Registration
Statement on Form S-4, File No. 333-23307).
99.2 Press Release of Alarmguard Holdings, Inc., dated April 15,
1997.
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Exhibit 16
[Letterhead of Price Waterhouse LLP]
April 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Triton Group Ltd.
We have read Item 4 of Triton Group Ltd.'s Form 8-K dated April 15, 1997 and are
in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Exhibit 99.2
[Letterhead of Triton Group Ltd.]
FOR IMMEDIATE RELEASE
April 15, 1997
CONTACT: Russell R. MacDonnell
President & CEO
David Heidecorn
Executive Vice President and
Chief Financial Officer
(203) 795-9000
TRITON GROUP LTD. COMPLETES MERGER WITH ALARMGUARD AND CHANGES
ITS NAME TO "ALARMGUARD HOLDINGS INC."
Orange, Connecticut - Triton Group Ltd. today announced that it has
completed the previously announced merger with Security Systems Holdings, Inc.
("SSH"), the Orange, Connecticut-based parent of Alarmguard, Inc.
("Alarmguard"). As part of the merger, Triton changed its name to "Alarmguard
Holdings, Inc." The common stock of the Company will continue to trade on the
American Stock Exchange under the symbol "AGD". Alarmguard Holdings will have a
December 31 fiscal year end.
Immediately prior to the merger, Triton effected a previously announced
one-for-ten reverse stock split. Under the merger, approximately 2.9 million
shares of common stock were issued to stockholders of SSH such that the
ownership of Alarmguard Holdings is divided 43% to the former Triton
stockholders and 57% to the stockholders of SSH.
The management of SSH will continue as the management of Alarmguard
Holdings and the Alarmguard Holdings Board of Directors will consist of five
representatives of SSH and two representatives of Triton.
Alarmguard is one of the country's largest providers of electronic
security systems monitoring over 50,000 residential and commercial security
systems in its 24 hour monitoring and call center located in Orange,
Connecticut. Alarmguard sells, installs and services its customers through its
own branch and dealer network offering a full range of security systems to
residential and commercial customers which are principally located in the
eastern United States.
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For the twelve months ended December 31, 1996, Alarmguard had revenues of
$24.1 million, adjusted earnings before interest, taxes, depreciation and
amortization ("adjusted EBITDA") of $4.4 million and monthly recurring revenue
("MRR") of approximately $1.4 million. (MRR represents monthly recurring service
payments from subscribers.) Alarmguard had total debt of approximately $39.7
million at December 31, 1996. Triton had cash in excess of $15 million at
closing.
Concurrent with the closing of the merger, Alarmguard entered into a $60
million senior secured revolving credit facility led by the Bank of Boston and
completed a refinancing of approximately $4.6 million of subordinated
indebtedness.
Russell R. MacDonnell, Chairman and CEO of Alarmguard Holdings, Inc.
commented that "the merger with Triton and our emergence as a public company is
a key step in our business plan to continue to consolidate competitors in our
markets and add new subscribers through internal growth. At the end of April, we
plan to complete the acquisition of a Connecticut-based alarm monitoring company
with approximately $400,000 of MRR and over 9,000 subscribers. We are actively
seeking other acquisition or merger candidates that will help build our presence
in each of our local markets."
Commenting on the merger, Michael M. Earley, Triton's former CEO stated,
"We are pleased to announce this exciting transaction. Alarmguard represents the
investment of the Triton entity and assets in a growing, consolidating business
led by seasoned and successful management. While this is the culmination of our
team's efforts over the last three years to bring value to our shareholders, we
believe the prospects for all of Alarmguard's shareholders are very bright."
Certain statements in this release that are not historical fact constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of Alarmguard Holdings to be materially different from historical
results or from any results expressed or implied by such forward-looking
statements. These factors are discussed under the caption "Risk Factors" in
Triton's Registration Statement on Form S-4 (File No. 333-23307) filed with the
Securities and Exchange Commission on March 14, 1997.
