SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . .)
ALARMGUARD HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
011649100
--------------
(CUSIP Number)
Thomas W. Janes
Triumph-Connecticut Limited Partnership
60 State Street
Boston, Massachusetts 02109
(617) 557-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 15, 1997
(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 which 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 1 of 16 Pages
<PAGE>
CUSIP No. 011649100 Page 2 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triumph-Connecticut Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 3 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triumph-Connecticut Capital Advisors, Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 4 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triumph Capital Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 5 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick W. McCarthy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 6 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick S. Moseley IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 7 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Mark Neonan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 8 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Janes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 9 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Chapman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 Page 10 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard J. Williams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
767,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,554
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 011649100 13D Page 11 of 16 Pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule relates
is the common stock, $.0001 par value (the "Common Stock") of Alarmguard
Holdings, Inc. (the "Issuer"). The Issuer's principal executive offices
are located at 125 Frontage Road, Orange, Connecticut 06477.
ITEM 2. IDENTITY AND BACKGROUND
The following table provides certain information about each of
the reporting persons.
CITIZENSHIP
OR STATE OF PRINCIPAL
INCORPORATION/ OCCUPATION OR
NAME AND ADDRESS ORGANIZATION EMPLOYMENT
Triumph-Connecticut Limited CT Investment Partnership
Partnership ("Holder")
CityPlace I, 35th Floor
Hartford, CT 06103-3499
Triumph-Connecticut Capital DE General Partner of Holder;
Advisors, Limited Partnership Investment Management
("Triumph")
CityPlace I, 35th Floor
Hartford, CT 06103-3499
Triumph Capital Group, Inc. DE General Partner of Triumph;
("Capital") Investments
60 State Street, 21st Floor
Boston, MA 02109
Frederick W. McCarthy U.S.A. Managing General Partner of
c/o Triumph Capital Group, Inc. Triumph; Director and
60 State Street, 21st Floor President of Capital;
Boston, MA 02109 Investment Management/
Investment Banking
Frederick S. Moseley, IV U.S.A. General Partner of Triumph;
c/o Triumph Capital Group, Inc. Director of Capital;
60 State Street, 21st Floor Investment Management/
Boston, MA 02109 Investment Banking
<PAGE>
CUSIP No. 011649100 13D Page 12 of 16 Pages
E. Mark Noonan U.S.A. General Partner of Triumph;
c/o Triumph Capital Group, Inc. Director of Capital;
60 State Street, 21st Floor Investment Management/
Boston, MA 02109 Investment Banking
Thomas W. Janes U.S.A. General Partner of Triumph;
c/o Triumph Capital Group, Inc. Director of Capital;
60 State Street, 21st Floor Investment Management/
Boston, MA 02109 Investment Banking
John M. Chapman U.S.A. General Partner of Triumph;
c/o Triumph Capital Group, Inc. Director of Capital;
60 State Street, 21st Floor Investment Management/
Boston, MA 02109 Investment Banking
Richard J. Williams U.S.A. General Partner of Triumph;
c/o Triumph Capital Group, Inc. Secretary and Director of
60 State Street, 21st Floor Capital; Investment
Boston, MA 02109 Management/Investment
Banking
During the last five years, none of the reporting persons has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of the reporting persons has been during the last five
years a party to a civil proceeding of a judicial or an administrative
body of competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Holder acquired securities of Security Systems Holdings,
Inc., a Delaware corporation ("SSH"), with funds provided out of the
Holder's working capital. On April 15, 1997, a wholly-owned subsidiary
of Issuer was merged with and into SSH. The Holder received the 767,554
shares of Common Stock of Issuer pursuant to the terms of the merger
agreement. All other parties filing pursuant hereto are deemed to be
directly or indirectly in control of Holder.
ITEM 4. PURPOSE OF TRANSACTION
The Common Stock was acquired for investment purposes. The
reporting persons intend to review on a continuing basis their investment
in the Issuer and the Issuer's business, prospects and financial
condition. Based on such continuing review, alternative investment
opportunities available to the reporting persons and all other factors
deemed relevant (including, without limitation, the market for and price
of the Common
<PAGE>
CUSIP No. 011649100 13D Page 13 of 16 Pages
Stock, offers for shares of the Common Stock, general economic conditions
and other future developments), the reporting persons may decide to sell or
seek the sale of all or part of the Common Stock or increase their holdings
of the Common Stock.
Pursuant to a Registration Rights Agreement among Holder,
Issuer and certain other parties, the Issuer granted Holder registration
rights which require the Issuer to cause Common Stock of the Issuer held
by the Holder to be registered under the Securities Act of 1933, as
amended (the "Securities Act"), so as to permit the sale or other
disposition by such Holder of said Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) - (b)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
NUMBER
OF SHARES SHARED SHARED SOLE SOLE
BENEFICIALLY VOTING DISPOSITION VOTING DISPOSITION
NAME OWNED POWER POWER POWER POWER PERCENT
Holder 767,554 767,554 767,554 0 0 15.3%
Triumph 767,554 767,554 767,554 0 0 15.3%
Capital 767,554 767,554 767,554 0 0 15.3%
Frederick W. McCarthy 767,554 767,554 767,554 0 0 15.3%
Frederick S. Moseley, IV 767,554 767,554 767,554 0 0 15.3%
E. Mark Noonan 767,554 767,554 767,554 0 0 15.3%
Thomas W. Janes 767,554 767,554 767,554 0 0 15.3%
John M. Chapman 767,554 767,554 767,554 0 0 15.3%
Richard J. Williams 767,554 767,554 767,554 0 0 15.3%
</TABLE>
(c) Other than the transactions described herein, no transactions by
any of the reporting persons required to be reported by this Item have taken
place in the last 60 days.
(d) The Treasurer of the State of Connecticut, as trustee of the
State of Connecticut Retirement Plans and Trust Funds, as limited partner of
Holder, has the right to receive dividends from or proceeds from the sale of
all or some of the Common Stock of the Issuer. See Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Registration Rights Agreement is described in Item 4, which
description is incorporated by reference herein.
Triumph is a General Partner of Holder, which owns the Common Stock
of Issuer, and holds a 3.0% interest in Holder.
<PAGE>
CUSIP No. 011649100 13D Page 14 of 16 Pages
The Treasurer of the State of Connecticut, as trustee of the State of
Connecticut Retirement Plans and Trust Funds, is the limited partner of Holder,
and holds a 97.0% interest in Holder.
Capital is a general partner of Triumph.
Frederick W. McCarthy is the Managing General Partner of Triumph and
the Chairman of the Board of Directors and President of Capital. Mr. McCarthy
is a person controlling Capital.
Frederick S. Moseley, IV is a General Partner of Triumph and a
Director of Capital.
E. Mark Noonan is a General Partner of Triumph and a Director of
Capital.
Thomas W. Janes is a General Partner of Triumph and a Director of
Capital.
John M. Chapman is a General Partner of Triumph and a Director of
Capital.
Richard J. Williams is a General Partner of Triumph and the Secretary
and a Director of Capital.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
1 Agreement, dated as of April 23, 1997 between
Reporting Persons relating to filing of joint
acquisition statements.
<PAGE>
CUSIP No. 011649100 13D Page 15 of 16 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: April 23, 1997 TRIUMPH-CONNECTICUT LIMITED
PARTNERSHIP
By Triumph-Connecticut Capital Advisers, L.P.
Its General Partner
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its General Partner
TRIUMPH-CONNECTICUT CAPITAL ADVISORS, L.P.
By Triumph Capital Group, Inc.
Its General Partner
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its President
TRIUMPH CAPITAL GROUP, INC.
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its President
/s/ Frederick W. McCarthy
---------------------------------------------
Frederick W. McCarthy
<PAGE>
CUSIP No. 011649100 13D Page 16 of 16 Pages
/s/ Frederick S. Moseley, IV
---------------------------------------------
Frederick S. Moseley, IV
/s/ E. Mark Noonan
---------------------------------------------
E. Mark Noonan
/s/ Thomas W. Janes
---------------------------------------------
Thomas W. Janes
/s/ John M. Chapman
---------------------------------------------
John M. Chapman
/s/ Richard J. Williams
---------------------------------------------
Richard J. Williams
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1 Agreement, dated as of April 23, 1997 between
Reporting Persons relating to filing of joint
acquisition statements.
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934,
each of the undersigned hereby agrees that the Schedule 13D (the "Schedule
13D") filed in connection with beneficial ownership of securities of Alarmguard
Holdings, Inc. (formerly Triton Group, Ltd.) of which this Agreement is an
Exhibit is filed in its behalf.
Each of the undersigned hereby further constitutes and appoints
Thomas W. Janes and John M. Chapman, and each of them, his attorney-in-fact,
with power to act jointly or severally, with power of substitution, for the
undersigned in any and all capacities, to sign the Schedule 13D and any
amendments thereto, and to file the same, with any exhibits thereto and other
documents therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
This Agreement will be construed in accordance with laws of the
United States and the laws of the State of Connecticut.
This Agreement may be signed in one or more counterparts.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of April 23, 1997.
TRIUMPH-CONNECTICUT LIMITED
PARTNERSHIP
By Triumph-Connecticut Capital Advisers, L.P.
Its General Partner
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its General Partner
TRIUMPH-CONNECTICUT CAPITAL ADVISORS, L.P.
By Triumph Capital Group, Inc.
Its General Partner
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its President
<PAGE>
TRIUMPH CAPITAL GROUP, INC.
/s/ Frederick W. McCarthy
By:------------------------------------------
Frederick W. McCarthy
Its President
/s/ Frederick W. McCarthy
---------------------------------------------
Frederick W. McCarthy
/s/ Frederick S. Moseley, IV
---------------------------------------------
Frederick S. Moseley, IV
/s/ E. Mark Noonan
---------------------------------------------
E. Mark Noonan
/s/ Thomas W. Janes
---------------------------------------------
Thomas W. Janes
/s/ John M. Chapman
---------------------------------------------
John M. Chapman
/s/ Richard J. Williams
---------------------------------------------
Richard J. Williams
