ALARMGUARD HOLDINGS INC, 10-K, 1997-06-30

ALARMGUARD HOLDINGS INC
10-K, 1997-06-30
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K

X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Fiscal Year Ended March 31, 1997 Commission File Number 0-21882

- - Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

TRITON GROUP LTD.

Incorporated in Delaware IRS Employer Identification No: 33-0318116

Principal Executive Offices: Telephone: (619) 231-1818

550 West C Street, Suite 1880
San Diego, California 92101

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF CLASS EXCHANGE ON WHICH REGISTERED
- ------------------------------ ----------------------------
Common Stock, $.0001 Par Value American Stock Exchange
Warrants American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes x No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ______

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of April 15, 1997 (based on the closing price of such stock as
reported by the American Stock Exchange on such date) was $ 9,006,489.

Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes x No
----- -----

The number of shares of the Registrant's $.0001 par value common stock
outstanding as of April 15, 1997 was 2,155,350, giving retroactive effect to
the Reverse Stock Split consummated in connection with the Alarmguard Merger on
April 15, 1997.

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PART 1

ITEM 1. BUSINESS

Triton Group Ltd. ("Triton" or the "Company") was a holding company which
historically conducted business through a number of operating subsidiaries in
various industries. Triton emerged from bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code ("Chapter 11") in June 1993 with operating control
of six subsidiaries and a significant equity interest in a seventh company.
Triton announced in August 1993 a plan to realize value for its stockholders
over a relatively short period of time in the form of either cash or securities
which, in the opinion of Triton's management, would be liquid and fairly valued
given the underlying assets. A number of transactions have occurred since 1993
consistent with this strategy, including a distribution to Triton's stockholders
in December 1995 valued in the aggregate at $51 million ($25.40 per outstanding
share of Triton common stock after giving effect to the one-for-ten Reverse
Stock Split as discussed below).

At March 31, 1997, Triton's principal assets consisted of $15.3 million in
cash, 44% (consisting of 676,050 shares of common stock) of Mission West
Properties ("Mission West"), a publicly-traded real estate company, with a
quoted market value of $1.4 million at such date, and 450,000 shares (with a
face value of $3.6 million) of Series A Convertible Preferred Stock of Ridgewood
Hotels, Inc. ("Ridgewood"), a diversified real estate company. Triton also held
certain other miscellaneous assets and liabilities.

On April 15, 1997, Triton Acquisition Corp., a wholly-owned subsidiary of
Triton ("Merger Sub"), completed a merger (the "Alarmguard Merger") with
Security Systems Holdings, Inc.("SSH"). The Alarmguard Merger was effected
pursuant to an Agreement and Plan of Merger, dated December 23, 1996, as amended
March 6, 1997 (the "Merger Agreement"), by and among Triton, 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 Triton. In
addition, in connection with the Alarmguard Merger, Triton effected a one-for-
ten reverse stock split (the "Reverse Stock Split") on April 15, 1997. All
share and per share information herein has been retroactively restated to
reflect the Reverse Stock Split.

Pursuant to the Merger Agreement and in consideration of the Alarmguard
Merger, SSH's stockholders received an aggregate of approximately 2,877,368 new
shares of common stock of Triton, representing approximately 57% of the common
stock outstanding upon consummation of the Reverse Stock Split and the
Alarmguard Merger. Additionally, the combined company was renamed Alarmguard
Holdings, Inc. ("Alarmguard"), the common shares of which are listed for trading
on the American Stock Exchange under the symbol "AGD." Finally, as a result of
the Alarmguard Merger, Alarmguard's fiscal year end was changed to December 31
and the Board of Directors of Triton was reconstituted to include five
representatives from SSH's board of directors and two representatives from
Triton's board of directors.

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at net book value and the pre-Merger financial statements of SSH will become the
historical financial statements of Alarmguard Holdings, Inc. (formerly Triton
Group Ltd.). In addition, SSH's pre-Merger stockholders' deficiency and loss
per common share will be retroactively restated for the equivalent number of
Merger Shares received by the stockholders of SSH in the Merger, with
differences between the par values of Triton's stock and SSH's stock recorded as
an adjustment to paid-in capital of Alarmguard.

MAJOR DEVELOPMENTS DURING FISCAL 1997

During the year ended March 31, 1997, a number of material business
transactions or events occurred as described below.

MISSION WEST'S SALE OF SUBSTANTIALLY ALL OF ITS OPERATING ASSETS AND CASH
DISTRIBUTION TO ITS STOCKHOLDERS.

On July 1, 1996, Mission West entered into a definitive agreement to sell
substantially all of its real estate assets for approximately $42 million. On
October 14, 1996, Mission West announced that it had exercised a "fiduciary out"
pursuant to this agreement and entered into a new definitive agreement to sell
all of its real estate assets for an aggregate purchase price of $46.5 million.
On December 6, 1996, Mission West issued a "fiduciary out" pursuant to this
second agreement and entered into a new definitive agreement to sell all of its
real estate assets for an aggregate purchase price of $50.5 million. The last
agreement was approved by the stockholders of Mission West on December 16, 1996,
at a meeting held for such purpose. On January 20, 1997, Mission West completed
the sale of all but one of the properties under contract generating gross cash
proceeds of approximately $47.5 million before the repayment of approximately
$29 million of secured real estate obligations on such properties. The sale of
the last remaining property for gross cash proceeds of $3 million was
consummated on May 6, 1997. On February 4, 1997, the board of directors of
Mission West declared a cash dividend of $9.00 per share of Mission West common
stock to stockholders of record on February 19, 1997, which was paid on February
27, 1997. This resulted in a cash distribution to Triton of approximately $6.1
million and a related gain of $1.6 million.

DIVIDEND FROM LA JOLLA.

Prior to 1993, La Jolla Insurance Co. Ltd. ("La Jolla"), a wholly owned
subsidiary of Triton, provided a $3 million directors and officers ("D&O")
insurance policy to its parent corporation and Triton's predecessor, Intermark,
Inc., and certain of Intermark's subsidiaries, which expired in April 1993. In
late 1996, Triton reviewed its options with respect to this insurance policy,
including the possibility of reinsuring the remaining risks. In December 1996,
La Jolla reinsured the remaining risks under the D&O policy through the purchase
of a three-year, $3 million tail insurance policy with a commercial insurance
carrier at a cost of approximately $160,000, significantly below the reserves
previously established for such risks at La Jolla. Following the acquisition of
this tail policy, La Jolla paid a $3.1 million cash dividend to Triton.

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DEFINITIVE AGREEMENT TO MERGE WITH SSH.

On December 23, 1996, Triton entered into the Merger Agreement with SSH.
The Merger Agreement provided for the issuance of new common shares of Triton to
the stockholders of SSH such that the ownership of the combined entity would be
divided 43% to Triton stockholders and 57% to the stockholders of SSH (See
discussion above).

FINANCIAL REORGANIZATION PURSUANT TO CHAPTER 11 OF THE UNITED STATES
BANKRUPTCY CODE

On October 19, 1992 ("Petition Date"), Triton and its former parent
Intermark, Inc. ("Intermark" and together with Triton, the "Companies") filed
separate voluntary petitions in the United States Bankruptcy Court (the
"Bankruptcy Court") for the Southern District of California (San Diego) seeking
protection under Chapter 11 of the U.S. Bankruptcy Code. The Chapter 11
proceedings were jointly administered by the Bankruptcy Court, while the
Companies operated their businesses as debtors-in-possession, subject to
Bankruptcy Court approval for certain transactions.

On March 25, 1993, the Bankruptcy Court approved the Second Amended
Disclosure Statement and Joint Plan of Reorganization (the "Joint Plan") which
provided for the reorganization and continuation of the Companies through a
conversion of a majority of the prepetition unsecured debt of the Companies,
principally the subordinated notes and debentures discussed below, to common
stock, and the extension of payments under the Companies' secured debt
arrangements and certain other claims over a period of years. The Joint Plan
was approved by the former creditors of Triton and Intermark and the former
stockholders of Intermark in May 1993, was confirmed by the Bankruptcy Court on
June 4, 1993 ("Confirmation Date") and became effective on June 25, 1993 (the
"Effective Date"). The principal terms of the Joint Plan were as follows:

(1) Triton and Intermark were merged into a single
surviving entity, Triton Group Ltd.

(2) The unsecured debt of Triton and Intermark
(approximately 95% of which was owed to holders of
subordinated notes and debentures) was exchanged for
new common stock of Triton.

(3) The holders of the unsecured debt received 99% of the
new Triton common stock, 87% to former Triton creditors
and 12% to former Intermark creditors, and the
remaining 1% was distributed to the former common and
preferred stockholders of Intermark.

(4) Secured debt totalling approximately $35 million was
restructured and remained outstanding, with the
majority of such debt to mature in April 1997. The
restructured secured debt accrued

4
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interest at rates ranging from prime plus 2% to
prime plus 2.5% and interest was payable monthly or
quarterly.

(5) Cash on hand, cash received from the operations of
Triton's operating companies and/or cash received on
the strategic sale of assets would be used to pay
general and administrative expenses and make principal
and interest payments on the restructured secured debt.

In general, all pre-petition claims against Triton and Intermark have been
discharged and have been accorded the treatment provided under the Joint Plan.
The Company completed its distributions under the Joint Plan in December 1994.

NARRATIVE DESCRIPTION OF BUSINESS

At March 31, 1997, Triton did not consolidate any businesses but owned 44%
of Mission West.

Mission West is a real estate company which, prior to January 20, 1997,
owned and managed ten commercial projects, including an executive aircraft
center and related leaseholds, two office projects and a multi-tenant industrial
project in Carlsbad, California, two business center projects and an office
plaza in San Diego, California, an office and industrial building in Riverside,
California, and an office/distribution center in Chandler, Arizona. Mission
West also had one undeveloped land parcel. As discussed above, on January 20,
1997, Mission West completed the sale of nine of its properties and the land
parcel and on May 6, 1997 completed the sale of its last property. On May 27,
1997, Mission West entered into a definitive agreement to sell six million newly
issued shares of common stock to a group led by Berg & Berg Enterprises, Inc.
(the "Berg Group") of Cupertino, California, owners of approximately 3.5 million
square feet of commercial real estate in the South San Francisco Bay area.
Pursuant to the agreement, the Berg Group will invest $900,000 and, prior to the
closing of the transaction, Mission West will declare a cash distribution to its
stockholders of not more than $3.20 per share of Mission West common stock, the
equivalent of $2.2 million to Triton. The proposed transaction is subject to
approval by the shareholders of Mission West, applicable regulatory approvals
and certain other customary conditions.

Mission West's shares are traded on the American Stock Exchange ("AMEX")
and Pacific Stock Exchange ("PSE") under the trading symbol "MSW". Mission West
had two employees at March 31, 1997, none of whom is represented by a union.

EMPLOYEES

Triton had two employees at March 31, 1997. Additionally, Triton's two
senior executives, Michael M. Earley, President and Chief Executive Officer, and
Mark G. Foletta, Senior Vice President and Chief Financial Officer, were
providing services to Triton pursuant to month-to-month consulting arrangements.

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The services provided by these executives related to the ongoing management of
the business affairs of Triton and included (a) the review of alternatives to
maximize the value of the remaining assets of Triton, (b) the management of the
liabilities and contingent liabilities of Triton, (c) the direction of Triton's
efforts to identify potential merger candidates and the due diligence efforts
with respect to such candidates, and (d) the coordination of Triton's financial
reporting responsibilities as a public company.

ITEM 2. PROPERTIES

At March 31, 1997, Triton occupied approximately two thousand square feet
of office space in San Diego, California pursuant to a lease agreement.

ITEM 3. LEGAL PROCEEDINGS

Triton is party to certain lawsuits arising out of its ordinary business
activities. It is the opinion of Triton's management that the outcome of such
litigation will not have a material adverse effect on Triton's financial
position or its results of operations.

In May 1995, a stockholder of Ridgewood commenced a derivative and class
action lawsuit in Delaware Chancery Court against Ridgewood, its directors and
Triton entitled STRASSBURGER V. EARLY, ET AL. (C.A. No. 14267). The lawsuit
concerns a transaction entered into in August 1994 in which Ridgewood purchased
from Triton all of the Ridgewood common stock then owned by Triton (which
consisted of approximately 75% of Ridgewood's then outstanding common stock) for
$8 million in cash and newly-issued Ridgewood preferred stock with a face value
of $3.6 million. The complaint alleges that such transaction constituted a
corporate waste and a breach by Triton of its alleged duties of loyalty and good
faith as a majority stockholder to Ridgewood's other stockholders. The
complaint seeks a rescission of the transaction and other unspecified monetary
relief. Triton intends to defend vigorously against this lawsuit. It is the
opinion of Triton's management that the ultimate resolution of such litigation
will not have a material adverse effect on Triton's financial position, results
of operations or cash flows.

THE CHAPTER 11 PROCEEDINGS

Triton, and its former parent, Intermark, each filed voluntary petitions
for bankruptcy under Chapter 11 with the Bankruptcy Court on October 19, 1992.
The following discussion is intended to illustrate certain aspects of Triton's
Chapter 11 bankruptcy proceedings regarding the discharge of certain claims and
debts, and is not a complete summary of such proceedings, the Bankruptcy Code or
applicable case law.

The Bankruptcy Court entered a bar date order establishing January 20,
1993, as the date by which claimants or interest holders were required to have
filed a proof of claim or interest in the bankruptcy cases, setting forth the
nature and amount of that claim or interest. Substantial claims were filed

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through the bar date in respect of the Debtors' bankruptcy estates. Generally,
claims against Triton and Intermark fell into four categories: priority and
administrative claims, secured claims, unsecured claims (including certain
contingent or unliquidated claims) and equity claims.

As a result of the confirmation and consummation of the Joint Plan, in
accordance with Section 1141(d) of the Bankruptcy Code, Triton has been
discharged of and from each and every Debt (as the term "Debt" is defined in the
Bankruptcy Code) and Claim (as such term is defined in the Joint Plan) that
arose against Triton or Intermark before the Effective Date of the plan,
including without limitation, any Debt and Claim of a kind specified in Section
502(g) or 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim
based on such Debt or Claim was filed or deemed filed under Section 501 of the
Bankruptcy Code, (ii) such Claim is allowed under Section 506 of the Bankruptcy
Code, or (iii) the holder of such Claim has accepted the Joint Plan. In
general, all pre-petition claims against Triton and Intermark have been
discharged and have been accorded the treatment provided under the Joint Plan.

ENVIRONMENTAL MATTERS RELATING TO CERTAIN OF TRITON'S FORMER DIVISIONS AND
SUBSIDIARIES

In the past, Triton, through certain divisions and wholly-owned
subsidiaries, has owned and operated businesses that conducted operations that
included the use, generation and disposal of hazardous waste and hazardous
substances. Certain potential environmental liabilities exist associated with
these former operations, including potential contamination at, or migrating
from, certain properties historically owned or operated by these former
divisions and subsidiaries. Triton also has limited contractual indemnification
obligations relating to certain of these matters. With respect to these
potential environmental liabilities, Triton believes that most of these
liabilities were discharged in its bankruptcy proceedings. Historically, these
environmental matters have not had a material adverse effect on Triton's
financial condition and, although there can be no assurance, Triton management
does not expect such matters to have a material adverse effect on Triton's
financial condition in the future.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Registrant's security holders
during the quarter ended March 31, 1997.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

(A) MARKET INFORMATION

Prior to the Alarmguard Merger, Triton's common stock and warrants were
both listed on the American Stock Exchange (the "AMEX") under the trading
symbols of "TGL" and "TGLW", respectively. Following the Alarmguard Merger, the
trading symbols of the common stock and warrants were changed to "AGD" and
"AGDW", respectively. The following table summarizes the high and low closing
market prices as reported by the AMEX for Triton common stock and Triton
warrants, by quarter, for the two years ended March 31, 1997. These reported
prices for the common stock have been retroactively restated to give effect to
the Reverse Stock Split consummated in connection with the Alarmguard Merger on
April 15, 1997.

Market Price of Common Stock
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1997 1996
----------------- ------------------
Quarters Ended High Low High Low
-------------- ------ -------- ------ ---------
1st Quarter $ 5-5/8 $ 3-3/4 $ 22-1/2 $ 18-1/8
2nd Quarter 7-1/2 5-5/8 31-1/4 20
3rd Quarter 10-5/8 6-7/8 31-7/8 3-1/8(1)
4th Quarter 10 7-1/2 5-5/8 3-3/4

Market Price of Warrants
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1997 1996
--------------- -----------------
Quarters Ended High Low High Low
-------------- ------ ------ ------ --------
1st Quarter $ 1/4 $ 1/8 $ 1/4 $ 1/16
2nd Quarter 3/16 1/16 1/2 1/8
3rd Quarter 1/4 1/8 9/16 1/8
4th Quarter 1/8 1/8 1/4 1/8

(1) Triton completed a substantial distribution to its stockholders on
December 8, 1995 which was valued at that time at approximately $25.40
per share of common stock of the Company after giving effect to the
Reverse Stock Split.

(B) HOLDERS

At April 15, 1997 there were approximately 1,400 holders of record of the
Company's common stock.

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ITEM 6. SELECTED FINANCIAL DATA

Predecessor Company(a)
----------------------
Nine Three
Months Months
Years Ended March 31 Ended Ended Year Ended
------------------------- March 31, June 25, March 31,
1997 1996 1995 1994 1993(b) 1993
------- ------ ------ ------- ------ ----------
Statement of Operations Data: (in thousands, except share amounts)

<S> <C> <C> <C> <C> <C> <C>
||
Revenues........................ $ 6,633 || $ 1,735 $ 6,836
Operating income (loss)......... $(1,365) $(5,427) $ (2,722) 421 || (312) (3,381)
Income (loss) from continuing ||
operations.................... 5,130 25,072 (10,633) (14,199) || (14,027) (26,748)
Income (loss) from discontinued ||
operations.................... 2,514 (13,604) (961) || (1,134) (14,355)
Extraordinary items............. || 177,903 4,622
Net income (loss)............... $ 5,130 $27,586 $(24,267) $(15,160) || $162,742 $(36,481)
||
Per Share Data (c)(d): ||
Income (loss) from continuing ||
operations................... 2.38 12.16 (5.34) (7.11) ||
Income (loss) from discontinued ||
operations................... 1.22 (6.81) (.48) ||
Net income (loss)............. $ 2.38 $ 13.38 $(12.15) $(7.59) ||
||
Shares outstanding at year end (d) 2,155 2,145 1,998 1,998(a) ||
Average shares, including ||
common stock equivalents (d)... 2,155 2,061 1,998 1,998(a) ||
</TABLE>

Predecessor
Company
At March 31 At -----------
------------------------------------ June 25, At March 31,
1997 1996 1995 1994 1993(b) 1993
------- ------- ------- ------- --------- -----------
Balance Sheet Data:

<S> <C> <C> <C> <C> <C> <C>
Total assets (e).......... $18,082 $14,883 $55,430 $182,181 $199,201 || $254,675
Long-term debt (e)........ 915 25,837 89,478 94,116 || 104,852
Other liabilities......... 2,546 2,887 5,716 9,200 12,329 || 7,227
Liabilities subject ||
to compromise........... || 235,541
Minority interest in ||
subsidiaries............ 13,209 13,612 || 13,573
Stockholders' equity ||
(deficit)............... 15,065 9,935 17,806 41,895 57,715 || (161,461)
</TABLE>

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(a) Triton emerged from Chapter 11 bankruptcy proceedings on June 25, 1993
pursuant to the terms of the Joint Plan. Following the consummation of the
Joint Plan, the results of Triton, which became a new entity for financial
reporting purposes, are distinguished from the results of the predecessor
company by a solid double line.

(b) Financial data as of and for the three months ended June 25, 1993 gives
effect to the consummation of the Joint Plan.

(c) Per share data for period prior to June 25, 1993 are not presented because
of the change in the capital structure on that date as a result of the
consummation of the Joint Plan.

(d) These figures give retroactive effect to the Reverse Stock Split
consummated in connection with the Alarmguard Merger on April 15, 1997.

(e) Triton generally does not restate its consolidated balance sheet to remove
the assets, liabilities, and minority interest of discontinued operations.
Consequently, balance sheet data includes the assets and liabilities of
Liquor Barn, Inc. ("Liquor Barn"), National Airmotive Corporation
("National Airmotive"), Ridgewood and Western Metal Lath ("Western Metal"),
prior to their respective dispositions. However, the consolidated balance
sheet as of March 31, 1995 reflects the net assets and liabilities of
National Airmotive as a single amount, despite the disposition date of June
2, 1995, because Triton entered into a contract to sell National Airmotive
in March 1995.

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

BACKGROUND AND RECENT DEVELOPMENTS

Triton was a holding company which historically conducted business through
a number of operating subsidiaries in various industries. Triton emerged from
bankruptcy proceedings under Chapter 11 in June 1993 with operating control of
six subsidiaries and a significant equity interest in a seventh company. Triton
announced in August 1993 a plan to realize value for its stockholders over a
relatively short period of time in the form of either cash or securities which,
in the opinion of management, would be liquid and fairly valued given the
underlying assets. Refer to the "Business Developments" section below which
details the progress that Triton has made toward its goal since the emergence
from Chapter 11 in 1993.

At March 31, 1997, Triton held $15.3 million of cash, owned 44% of Mission
West, a publicly-traded real estate company, owned 450,000 shares of Series A
Convertible Preferred Stock with a face value of $3.6 million of Ridgewood, a
publicly traded diversified real estate company, and 100% of La Jolla, a non-
operating Bermuda insurance captive. On such date, Triton also held certain
other assets with an estimated aggregate fair market value of approximately
$200,000. These assets include notes and other receivables and a non-voting
preferred stock interest in a private company. At March 31, 1997, Triton also
had notes payable of approximately $1 million and certain liabilities in the
amount of $1.9 million.

On December 23, 1996, Triton entered into the Merger Agreement with SSH.
The Merger Agreement provided for the issuance of new common shares of Triton to
the stockholders of SSH such that the ownership of the combined entity would be
divided 43% to Triton's stockholders and 57% to the stockholders of SSH. The

<PAGE>

Alarmguard Merger was completed on April 15, 1997 and pursuant thereto, Triton
effected the one-for-ten Reverse Stock Split. All share and per share
information has been retroactively restated to reflect the Reverse Stock
Split.

Pursuant to the Merger Agreement, SSH became a wholly-owned subsidiary of
Triton through the merger of Merger Sub with and into SSH, thus making SSH the
legal acquiree and Triton the legal acquiror. However, because pursuant to the
Merger Agreement, the SSH stockholders received approximately 57% of the
outstanding Triton common stock, the Merger was accounted for as a "reverse
acquisition." Triton was therefore designated the accounting acquiree and SSH
the accounting acquiror. As such, the net assets (principally cash) of Triton
(the issuing company) were recorded at net book value and the pre-Merger
financial statements of SSH, the accounting acquiror (i.e., the legal acquiree)
became the historical financial statements of the combined company. In
addition, pre-Merger stockholders' deficiency and loss per share were
retroactively restated for the equivalent number of shares received by the
accounting acquiror (SSH), in the combination, with differences between the par
value of the issuer's (Triton) and accounting acquiror's (SSH) stock recorded as
an adjustment to paid-in capital of Alarmguard.

Prior to 1993, La Jolla provided certain insurance coverage for its parent
corporation and Triton's predecessor, Intermark and certain of Intermark's
subsidiaries, including workers' compensation and D&O insurance. In October
1992, Intermark filed for reorganization under Chapter 11 of the United States
Bankruptcy Code. At that time, the total liabilities of La Jolla (including
reserves established for the risks inherent in these policies) exceeded its
assets by approximately $0.5 million. As a result of the La Jolla insolvency
and the Chapter 11 filing of Intermark, La Jolla was placed into a voluntary
liquidation proceeding in Bermuda to be managed by a liquidator for the benefit
of its creditors. In 1993, the remaining risks under the workers' compensation
policies were reinsured with a commercial insurance carrier and the only
remaining policy was a $3 million D&O insurance policy which expired in April
1993.

Since La Jolla entered voluntary liquidation in late 1992, no actual claims
have been filed and La Jolla has no remaining active policies. Additionally, La
Jolla's assets have increased from $2.8 million in October 1992 to $3.4 million
in December 1996 as a result of interest, dividends, and capital gains on
invested balances. Given La Jolla's assets and the D&O policy limit of $3
million, the entity was deemed solvent during fiscal 1997. Triton received
definitive notice of La Jolla's emergence from liquidation in the third quarter,
and operating control of La Jolla was transferred back to Triton. Accordingly,
Triton reconsolidated La Jolla as of December 31, 1996. In December 1996, La
Jolla reinsured the remaining risk under the D&O policy through the purchase of
a three-year, $3 million tail insurance policy from a commercial insurance
carrier, at a cost of approximately $160,000. While Triton believes that it has
fully reinsured the risks under the 1993 D&O policy with a financially sound
insurance company, there can be no assurance that La Jolla or Triton would not
have to fund any claims that the reinsurer fails to pay. Following the
acquisition of the new tail policy, La Jolla paid a $3.1 million cash dividend
to Triton.

<PAGE>

In January 1997, Triton received a cash payment of $511,000, representing a
distribution on its claims pursuant to the bankruptcy liquidation plan of Liquor
Barn. Triton expects to receive a final distribution from Liquor Barn in mid-
1997 of up to approximately $100,000.

The consolidated financial statements of Triton included herein have been
prepared on a going concern basis assuming continuity of operations and the
realization of assets and liquidation of liabilities in the ordinary course of
business.

The Company will adopt the provisions of SFAS 128 "Earnings Per Share" as
of December 31, 1997 (see Item 1. Business) as required. The adoption of this
standard will not have a material effect on the reported amounts of the Company.

BUSINESS DEVELOPMENTS

During the three fiscal years ended March 31, 1997, the following corporate
changes or significant events took place:

FISCAL YEAR 1995

- Ridgewood completed the sale of certain of its real estate holdings
including two apartment buildings for $4.1 million in March 1994 and
its entire portfolio of mobile home parks and inventory for
approximately $15 million in June 1994.

- Triton sold its interest in Ridgewood to Ridgewood for consideration
consisting of $8 million cash and 450,000 shares of newly issued
Ridgewood preferred stock with a face value of $3.6 million.

- Triton entered into an agreement to sell its entire ownership interest
in National Airmotive in March 1995. In June 1995, Triton completed
the sale of National Airmotive for cash proceeds of $11.3 million and
the assumption of National Airmotive's debt by the buyer.

- The Actava Group, Inc. ("Actava"), then 25.5% owned by Triton,
completed the sale of its interest in Qualex, Inc. and exchanged its
interest in its four sporting goods subsidiaries to Roadmaster
Industries, a sporting goods company listed on the New York Stock
Exchange, for 39% of the outstanding shares of Roadmaster.

- Actava signed a definitive agreement to merge with Orion Pictures,
Inc. ("Orion"), MCEG Sterling Incorporated ("MCEG") and Metromedia
International Telecommunications, Inc. ("MITI"), with the combined new
company to be called Metromedia International Group, Inc.
("Metromedia"). The merger was subject to successful refinancing of
the Orion debt, Actava and Orion stockholder approval, and other
customary approvals and conditions.

<PAGE>

- Triton delivered 100,000 shares of common stock of Mission West to
Mission West in exchange for a revised lease agreement for the
facility leased by Mission West to Triton's then wholly owned
subsidiary, Western Metal. This event caused Triton's ownership in
Mission West to decline to 49.4%, below the required level for
consolidation in Triton's consolidated financial statements.

FISCAL YEAR 1996

- Triton completed the sale of its entire equity interest in Western
Metal for net cash proceeds of $2.6 million and the assumption of
Western Metal's debt by the buyer.

- Triton consummated the sale of 3.1 million shares of Actava for net
cash proceeds of approximately $49.5 million, $18 million of which was
used to repay the balance of its secured indebtedness to Actava.

- Triton received $2.5 million in cash in an initial distribution
pursuant to Liquor Barn's bankruptcy plan of liquidation.

- Actava completed its merger with Orion, MCEG and MITI and the combined
entity was renamed Metromedia International Group, Inc.

- Triton completed a special distribution to its stockholders consisting
of $15.70 in cash and .66 of a share of common stock of Metromedia for
each outstanding share of Triton common stock. The value of the
distribution at that time was $25.40 per share of Triton common stock
after giving effect to the Reverse Stock Split.

- Triton announced that it had retained an investment banking firm to
assist it in developing and evaluating proposals for potential
acquirors, acquisition candidates or merger partners.

FISCAL YEAR 1997

- On December 5, 1996, La Jolla completed a $3.1 million cash dividend
to Triton.

- On December 23, 1996, Triton entered into the Merger Agreement with
SSH.

- On January 28, 1997, Triton received $511,000 in cash representing a
second distribution pursuant to Liquor Barn's bankruptcy plan of
liquidation.

- On February 27, 1997, following the sale of substantially all of
Mission West's real estate properties on January 20, 1997, as
discussed above, Mission West paid a cash dividend of $9.00 per share
of Mission West common stock, which resulted in a cash distribution to
Triton of approximately $6.1 million.

As a result of the Liquor Barn bankruptcy liquidation plan, and the sales
of Ridgewood, National Airmotive and Western Metal, the operations of Liquor
Barn, Ridgewood, National Airmotive and Western Metal have been classified as

<PAGE>

discontinued operations in the consolidated statements of operations and cash
flows for all periods presented prior to their respective sale dates in the
consolidated financial statements of Triton.

LIQUIDITY AND CAPITAL RESOURCES

Triton's principal remaining assets at March 31, 1997 consisted of
approximately $15.3 million of cash, its 44% interest in Mission West with a
quoted market value of $1.4 million at March 31, 1997 and certain other assets.
Triton's ability to realize the remaining value of its ownership in the Mission
West shares on a short-term basis is limited by, among other things, market
conditions and securities law restrictions. On May 27, 1997, Mission West
entered into a definitive agreement to sell six million newly issued shares of
common stock to the Berg Group. Pursuant to the agreement, the Berg Group will
invest $900,000 and, prior to the closing of the transaction, Mission West will
declare a cash distribution to its stockholders of not more than $3.20 per share
of Mission West common stock or the equivalent of $2.2 million to Triton. The
proposed transaction is subject to approval by the shareholders of Mission West,
applicable regulatory approvals and certain other customary conditions.

Triton also owns 450,000 shares of Series A Preferred Stock of Ridgewood
with a face value of $3.6 million, which is carried in Triton's consolidated
balance sheet at $2 million. Triton currently accrues a quarterly dividend of
$90,000 on this investment and the preferred stock is redeemable at any time by
Ridgewood at its face value plus accrued dividends. The preferred stock is
convertible by Triton at any time into 1,350,000 Ridgewood common shares, which
would represent approximately 47% of the Ridgewood common shares then
outstanding, or 40% fully diluted. Management is currently evaluating various
alternatives for realizing the value of this asset.

As discussed above, on December 5, 1996, Triton's wholly-owned insurance
captive, La Jolla, paid a $3.1 million cash dividend to Triton, and on
January 28, 1997, Triton received a cash distribution of $511,000 from Liquor
Barn. Additionally, on February 10, 1997, Triton advanced $500,000 to SSH
pursuant to a bridge financing agreement (the "Bridge Note"). On April 15,
1997, in connection with the Alarmguard Merger, the Bridge Note was cancelled.

Triton's quarterly cash requirements, prior to the completion of the
Alarmguard Merger on April 15, 1997, included approximately $300,000 of
corporate level general and administrative expenses. Triton does not have any
material capital requirements or other commitments for capital in the next year.

<PAGE>

RESULTS OF OPERATIONS

EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARIES

ACTAVA

Prior to the sale of 3.1 million shares of Actava in October 1995, Triton
recorded the results of Actava on a three-month delayed basis such that Actava's
calendar year results were recorded within Triton's fiscal year which ended on
March 31. Equity losses from Actava amounted to $7.1 million in fiscal year
1995 and $12.1 million in 1996, which included Triton's share of Actava's
results through September 1995. Actava's loss in calendar 1994 reflected
operating losses at Actava's Snapper Power Equipment Division ("Snapper") and to
a lesser extent reduced operating profits at the sporting goods group of
companies. Actava attributed the Snapper losses to manufacturing problems
associated with newly introduced products as well as increased product related
expenses such as warranty. Actava attributed the reduced operating earnings at
the sporting goods companies to Diversified Products, acquired by Actava in June
1993, which recorded losses for the period due to a cautious retail environment
as well as production problems caused by the late delivery of certain product
components.

The increased losses recorded by Actava during the nine months ended
September 30, 1995, recorded by Triton in fiscal year 1996, were attributed to
increased operating losses at Snapper due to reduced sales caused by the
continuance of a dealer direct sales program which resulted in repurchases of
certain finished goods inventory from Snapper's distributors. The losses were
also attributed to increased selling and administrative expenses at Snapper and
the elimination of the operating profit of the sporting goods companies sold in
December 1994.

MISSION WEST

Triton recorded equity in earnings from Mission West of $154,000, $51,000
and $1,520,000 in 1995, 1996 and 1997, respectively. As discussed above, in
January 1997, Mission West completed the sale of substantially all of its real
estate assets and recognized a gain of approximately $3.4 million after income
taxes. Additionally, in February 1997, Mission West completed a $9.00 per share
cash distribution to its stockholders, resulting in a $6.1 million cash
distribution to Triton. Triton accounted for this distribution as a reduction
of its carrying value of Mission West until the carrying value was reduced to
zero. The distribution in excess of the carrying value of approximately $1.6
million was recorded as a gain by Triton in 1997.

CONSOLIDATED OPERATIONS

YEAR ENDED MARCH 31, 1995. The consolidated operating loss of $2.7 million
in fiscal year 1995 consisted solely of corporate level general and
administrative expenses and compared to break-even operating results in the
comparable period in the prior year. The fiscal 1995 loss reflects primarily
the deconsolidation of the operating results of Mission West at the beginning of
fiscal 1995 which generated operating earnings of $2.6 million in the comparable
prior year period.

<PAGE>

The loss from continuing operations of $10.7 million in fiscal 1995
compared to a loss in the comparable prior year period of $28.2 million. The
significant reduction in the loss from continuing operations as compared to the
prior year, despite the $2.7 million increased operating loss discussed above,
is a result of several factors including $10.7 million of reorganization costs
recorded in the prior year, reduced equity losses of Actava of $4.1 million in
fiscal year 1995, reduced interest expense of $3.7 million and reduced combined
other expenses of approximately $1.7 million. The reduction in interest expense
reflects primarily the deconsolidation of Mission West's operating results in
fiscal year 1995.

The fiscal year 1995 net loss of $24.3 million compared to net income of
$147.6 million in the comparable prior year period. The prior year included an
extraordinary gain of $178 million associated with the conversion of
substantially all of the unsecured debt of Triton's predecessor company to
equity pursuant to the Joint Plan. Fiscal year 1995 included a loss from
discontinued operations of $13.6 million, reflecting primarily the loss on the
sale of National Airmotive. The comparable prior year period included a loss
from discontinued operations of $2.1 million reflecting the combined operating
results of National Airmotive, Ridgewood, Liquor Barn and Western Metal.

YEAR ENDED MARCH 31, 1996. The operating loss in fiscal 1996 of $5.4
million compared to an operating loss of $2.7 million in the prior year. In
both years the losses consisted solely of corporate level general and
administrative expenses. The increased 1996 expenses included $1.8 million of
bonuses and severance payments and $1.4 million ($678,000 of which was non-cash)
of stock option and warrant compensation. Effective January 2, 1996, the three
executive officers of Triton were terminated as employees. Two of the three
executives continued to provide services to Triton on a consulting basis until
the completion of the Alarmguard Merger. In connection with their terminations,
the executives received one-year severance payments pursuant to employment
agreements with Triton. The stock option and warrant compensation was
recognized in connection with the participation in the special distribution to
stockholders in December 1995 of the executive officers, directors and certain
financial consultants of Triton who held options and warrants to purchase Triton
common stock. Partially offsetting the non-recurring expenses described above
was a $0.5 million reduction in the recurring corporate level expenses.

The income from continuing operations in fiscal 1996 of $25.1 million
compared to a loss of $10.7 million in the prior year. The improvement in the
current year, despite the increased operating expenses of $2.7 million described
above, reflects a $39.6 million gain on the sale of 3.1 million common shares of
Actava, a $1.2 million reduction in interest expense due to the repayment of the
majority of the secured debt in October 1995 and a $3.1 million improvement in
interest, dividends and other income. The increase in other income in 1996
reflects primarily the effect of a binding arbitration award received by Triton
in connection with a litigation matter combined with the adjustment of certain
reserves based upon revised estimates of certain contingencies. Partially
offsetting these improvements were increased equity losses of Actava of $5
million recorded by Triton prior to the sale of the common shares of Actava in
October 1995 and a $0.4 million reduction in the income tax benefit.

<PAGE>

Net income in 1996 of $27.6 million compared to a net loss of $24.3 million
in the prior year. Fiscal 1996 included income from discontinued operations of
$2.5 million reflecting principally the gain on the sale of Western Metal. The
prior year included a loss from discontinued operations of $13.6 million
reflecting primarily the loss on the sale of National Airmotive.

YEAR ENDED MARCH 31, 1997. Consolidated income from continuing operations
for the year ended March 31, 1997 was $5.1 million compared to income of $25.1
million during the comparable period in the prior year. The prior year period
included the $39.6 million gain on the sale of Actava discussed above, partially
offset by $12.1 million in equity losses of Actava prior to the sale.

Corporate level general and administrative expenses were $1.4 million in
1997 compared to $5.4 million in 1996. The $4 million decline in these expenses
reflects a reduction in salaries and professional fees consistent with the
reduced operations of Triton, combined with the fact that the prior period
included approximately $1.8 million of executive bonuses and severance payments
and $1.4 million of stock option and warrant compensation as discussed above.
Interest expense in 1997 was $107,000 compared to interest expense of $1.6
million in the comparable prior year period. The interest expense in the prior
year related primarily to interest on secured debt repaid following the sale of
the Actava common shares in October 1995.

The current year period included $1.5 million of equity in earnings and a
$1.6 million gain from Mission West as discussed above and a $3.2 million non-
recurring gain on the reconsolidation of La Jolla following La Jolla's emergence
from liquidation proceedings, and the reissuance of its remaining risks, for an
amount significantly below the book reserves established for such risks.
Additionally, the current year included $0.4 million of interest, dividends and
other income compared to $3.4 million in the prior year. The prior year amount
consisted primarily of a $1.8 million binding arbitration award combined with
the adjustment of certain reserves based upon revised estimates. Finally,
fiscal 1997 included $151,000 of tax expense compared to a tax benefit of $1.1
million in the prior year.

Net income for the year ended March 31, 1997 was $5.1 million compared to
$27.6 million in the comparable prior year period. The prior year period also
included income from discontinued operations of $2.5 million, reflecting the
gain on the sale of Western Metal, partially offset by the operating losses of
Western Metal prior to disposition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT AUDITORS

Stockholders and Board of Directors
Triton Group Ltd.

We have audited the accompanying consolidated balance sheet of Triton Group Ltd.
as of March 31, 1997 and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year ended March 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Triton Group Ltd.
at March 31, 1997, and the consolidated results of its operations and its cash
flows for the year ended March 31, 1997, in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP
Stamford, Connecticut
June 24, 1997

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Triton Group Ltd.

In our opinion, based upon our audits and the report of other auditors, the
consolidated balance sheet and the related consolidated statements of income, of
cash flows and of changes in stockholders' equity as of and for each of the two
years in the period ended March 31, 1996 (appearing on pages 22 through 26
of Triton Group Ltd.'s Annual Report on Form 10-K) present fairly, in all
material respects, the financial position, results of operations and cash flows
of Triton Group Ltd. and its subsidiaries (the Company) as of and for each of
the two years in the period ended March 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of The Actava Group Inc. (Actava), in which the Company had
a 25.5% interest as of March 31, 1995. Actava's financial statements as of and
for the year ended December 31, 1994 were audited by other auditors whose report
thereon has been furnished to us, and our opinion expressed herein, insofar as
it relates to the amounts reported by Actava, before adjustment for the
determination of the Company's shares of Actava's net loss for the year ended
December 31, 1994, is based solely on the report of the other auditors. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for the
opinion expressed above. We have not audited the consolidated financial
statements of the Company for any period subsequent to March 31, 1996.

/s/ PRICE WATERHOUSE LLP
San Diego, California
May 23, 1996, except as to the
Reverse Stock Split discussed
in Note 1, which is as of
June 25, 1997

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Stockholders
The Actava Group Inc.

We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of The Actava Group Inc. and subsidiaries
for the year ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

In our opinion, the consolidated statements of operations, cash flows and
stockholders' equity of The Actava Group Inc. and subsidiaries referred to above
present fairly, in all material respects, the results of its operations and its
cash flows for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP
Atlanta, Georgia
March 10, 1995

<PAGE>

TRITON GROUP LTD.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

At March 31
------------------
1997 1996
ASSETS -------- --------
Current assets:
Cash and cash equivalents......................... $15,307 $ 7,934
Federal income taxes receivable................... 1,100
Other current assets.............................. 670 248
-------- --------
Total current assets......................... 15,977 9,282

Investment in Mission West Properties............... 2,973
Other............................................... 2,105 2,628
-------- --------
$18,082 $14,883
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt................. $915
State income taxes payable........................ 700
Accrued liabilities............................... $471 446
-------- --------
Total current liabilities.................... 471 2,061
-------- --------

Other liabilities................................... 2,546 2,887

Commitments and contingencies (Note 6)..............

Stockholders' equity (Note 1):
Common stock, $.0001 par value
Shares issued and outstanding:
1997 - 2,155, 1996 - 2,145...................... 2 2
Additional paid-in capital........................ 21,774 21,774
Accumulated deficit............................... (6,711) (11,841)
-------- --------
Total stockholders' equity 15,065 9,935
-------- --------
$18,082 $14,883
======== ========

See notes to consolidated financial statements.

<PAGE>

TRITON GROUP LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Years Ended March 31
--------------------------
1997 1996 1995
------ ------ ------

Costs and expenses:
General and administrative expenses......... $1,365 $ 4,043 $ 2,722
Stock option and warrant compensation....... 1,384
------ ------- -------
1,365 5,427 2,722
------ ------- -------
Operating loss................................ (1,365) (5,427) (2,722)

Other income (expenses):
Interest expense:
The Actava Group.......................... (1,252) (2,434)
Other..................................... (107) (337) (362)
Equity in earnings (losses):
The Actava Group.......................... (12,106) (7,083)
Mission West Properties................... 1,520 51 154
Interest, dividends and other............... 402 3,405 272
Gain on the sale of The Actava Group........ 39,603
Gain from La Jolla Insurance Company, Ltd... 3,240
Gain on distribution from Mission West
Properties................................ 1,591
------ ------- -------
Income (loss) before income taxes............. 5,281 23,937 (12,175)
Income tax benefit (expense).................. (151) 1,135 1,512
------ ------- -------
Income (loss) from continuing operations...... 5,130 25,072 (10,663)
Income (loss) from discontinued operations.... 2,514 (13,604)
------ ------- -------
Net income (loss)............................. $5,130 $27,586 $(24,267)
====== ======= =======
Per share (Note 1):
Income (loss) from continuing operations.... $2.38 $12.16 $ (5.34)
Discontinued operations..................... 1.22 (6.81)
------ ------- -------
Net income (loss)......................... $2.38 $13.38 $(12.15)
====== ======= =======

See notes to consolidated financial statements.

<PAGE>

TRITON GROUP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

Years Ended March 31
----------------------------
1997 1996 1995
-------- -------- -------

Cash flows from operating activities:
Net income (loss).......................... $ 5,130 $27,586 $(24,267)
Adjustments to reconcile net income (loss)
to net cash provided (used) by operating
activities:
Depreciation and amortization............ 6 11 11
Equity in (earnings) losses.............. (1,520) 12,055 6,929
Gain on distribution from Mission West
Properties.............................. (1,591)
Stock options and warrant compensation... 678
(Gain) loss on sale of subsidiaries,
investees and property.................. (42,117) 13,547
Increase (Decrease) in accounts receivable
and other current assets................ 78 155 (193)
Decrease in accounts payable
and accrued liabilities................. (316) (3,493) (1,584)
Changes in other assets and other, net... 254 (520) 495
Discontinued operations.................. (36) (1,923)
------- -------- -------
Net cash provided (used) by
operating activities.................. 2,041 (5,681) (6,985)
------- -------- -------
Cash flows from investing activities:
Proceeds from the sale of operating
subsidiaries............................. 63,295 8,042
Cash received from Liquor Barn, Inc........ 511 2,463
Cash distribution from Mission West
Properties............................... 6,084
Cash increase (decrease) from
reconsolidation (deconsolidation) of
subsidiaries............................. 152 (2) (2,161)
Advances to Alarmguard..................... (500)
Discontinued operations.................... (2,871)
------- -------- -------
Net cash provided by investing
activities............................ 6,247 65,756 3,010
------- -------- -------

(Continued)

<PAGE>

TRITON GROUP LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED
(IN THOUSANDS)

Years Ended March 31
----------------------------
1997 1996 1995
-------- -------- -------

Cash flows from financing activities:
Repayment of long-term debt:
The Actava Group........................ (20,476) (5,000)
Other................................... (915) (1,043) (489)
Cash distribution to stockholders......... (31,596)
Discontinued operations................... 2,712
-------- ------- -------
Net cash used by financing activities... (915) (53,115) (2,777)
-------- ------- -------
Change in cash and cash equivalents.......... 7,373 6,960 (6,752)
Cash and cash equivalents
at beginning of period.................... 7,934 974 7,726
-------- ------- -------
Cash and cash equivalents at end of period... $15,307 $7,934 $974
======== ======= =======

Supplemental disclosure of cash flow information:

Interest payments......................... $ (108) $(1,564) $(3,033)
Income tax payments....................... $ 23 $(1,457) $ (326)

Non-cash financing activity:
Distribution of common shares of
The Actava Group to stockholders........ $19,636

See notes to consolidated financial statements.

<PAGE>

TRITON GROUP LTD.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

- ---------------------------------------------------------------------------------------
Common Stock Unrealized
---------------- Accumu- Gain on
Shares Paid-in lated Invest-
(Note 1) Amount Capital Deficit ments Total
- ----------------------------- ----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT MARCH 31, 1994... 1,998 $2 $57,053 $(15,160) $41,895
Subsidiary equity
transactions and other..... 178 178
Net loss..................... (24,267) (24,267)
----- ------- ------- ------- -------
BALANCE AT MARCH 31, 1995... 1,998 2 57,231 (39,427) 17,806

Exercise of stock options
and warrants............... 147
Subsidiary equity
transactions and other..... 657 657
Unrealized gain on
investments................ 15,152 15,152
Distribution to stockholders. (36,114) (15,152) (51,266)
Net income................... 27,586 27,586
----- ------- ------- ------- ------ -------
BALANCE AT MARCH 31, 1996... 2,145 2 21,774 (11,841) 9,935

Exercise of stock options.... 10
Net income................... 5,130 5,130
------ ------- ------- ------- ------- -------
BALANCE AT MARCH 31, 1997... 2,155 $2 $21,774 $(6,711) $15,065
====== ======= ======= ======= ======= =======
</TABLE>

See notes to consolidated financial statements.

<PAGE>

TRITON GROUP LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REPORTING ENTITY, BASIS OF PRESENTATION AND CONSOLIDATION: The consolidated
financial statements include the accounts of Triton Group Ltd. ("Triton") and
all majority owned subsidiaries (referred to collectively herein as "the
Company" unless the context requires otherwise). Investments in 20% to 50%-
owned companies are accounted for using the equity method. All companies owned
greater than 20% are referred to as the "Operating Subsidiaries". Businesses
sold are classified as discontinued operations in the consolidated statement of
operations and the consolidated statement of cash flows for all periods
presented. Significant intercompany accounts and transactions are eliminated.

In August 1993, the Company announced a corporate strategy to return value
to its new stockholders, in the form of cash and/or liquid securities over a
relatively short period of time. During 1995, 1996 and 1997 several
transactions and events have occurred (see Notes 2 and 3) consistent with this
strategy. Triton's remaining holdings as of March 31, 1997 consisted of $15.3
million of cash, a 44% interest in Mission West Properties, and certain other
non-operating assets. Due to uncertainty surrounding the timing of the
realization of the remaining assets, the consolidated financial statements have
been prepared on a going concern basis assuming continuity of operations and the
realization of assets and liquidation of liabilities in the ordinary course of
business.

The following are the Operating Subsidiaries as of and during the three
years ended March 31, 1997:

Ownership Date of
Operating Subsidiary Percentage (A) Disposition
- -------------------- ---------- -----------

The Actava Group Inc. ("Actava") 26% December 1995
Mission West Properties ("Mission West") 44%(B) -
Western Metal Lath ("Western Metal") 100% November 1995
National Airmotive Corporation
("National Airmotive") 100% June 1995
Ridgewood Hotels, Inc. ("Ridgewood") 74% August 1994
Liquor Barn, Inc. ("Liquor Barn") 75% May 1994 (C)

(A) At March 31, 1997 or prior to disposition.
(B) Ownership percentage was 53% prior to February 1995 and 49% prior to
February 1997 (see Note 4).
(C) Date Liquor Barn bankruptcy plan was confirmed.

<PAGE>

REVERSE STOCK SPLIT: In connection with the Alarmguard Merger, Triton filed an
Amended and Restated Certificate of Incorporation to effect a one-for-ten
reverse stock split on all outstanding shares of common stock. All share and
per share data in the accompanying financial statements has been retroactively
restated to give effect to the Reverse Stock Split (See Note 10).

REORGANIZATION PROCEEDINGS: On October 19, 1992, Triton and its former parent,
Intermark, Inc. ("Intermark" and together the "Companies") filed separate
voluntary petitions in the United States Bankruptcy Court (the "Bankruptcy
Court") for the Southern District of California (San Diego) seeking protection
under Chapter 11 of the U.S. Bankruptcy Code. The Chapter 11 proceedings were
jointly administered by the Bankruptcy Court, while the Companies operated their
businesses as debtors-in-possession, subject to Bankruptcy Court approval for
certain transactions. The Chapter 11 proceedings did not include any of the
Companies' subsidiaries. During the Chapter 11 proceedings, the Companies'
developed a Joint Plan of Reorganization ("Joint Plan") which was approved by
the creditors and former stockholders in May 1993, was confirmed by the
Bankruptcy Court on June 4, 1993 ("Confirmation Date") and became effective on
June 25, 1993 (the "Effective Date"). The principal terms of the Joint Plan
provided for the merger of Triton and Intermark, the conversion of the unsecured
debt of Triton and Intermark (approximately 95% of which was owed to holders of
subordinated notes and debentures) into 99% of the new common stock of Triton,
the conversion of the former common and preferred stockholders of Intermark into
1% of the new common stock of Triton and the restructuring of secured debt
totalling approximately $35 million.

FINANCIAL STATEMENT PREPARATION: The preparation of financial statements, in
conformity with generally accepted accounting principles, requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS: Cash and cash equivalents consist of cash,
certificates of deposit, time deposits, commercial paper, short-term government
obligations and other money market instruments with a maturity of three months
or less. The Company invests its excess cash in government securities and money
market securities of investment grade companies from a variety of industries
and, therefore, bears minimal risk. Such investments are stated at cost, which
approximates fair value, and are considered cash equivalents for purposes of
reporting cash flows.

EARNINGS PER SHARE: The computation of earnings per share for the years ended
March 31, 1997, 1996 and 1995 is based upon the weighted average number of
shares outstanding during the applicable period, including dilutive stock
options and warrants, if any. The average number of common shares and
equivalents was 2,155,349, 2,061,188 and 1,997,848 for the years ended March
31, 1997, 1996 and 1995, respectively. These share figures give retroactive
effect to the one-for-ten Reverse Stock Split consummated in connection with the
Alarmguard Merger on April 15, 1997. The Company will adopt the provision of
SFAS 128, "Earnings Per Share", as of December 31, 1997 (see Note 10) as
required. The adoption of this statement will not have a material effect on the
amounts reported by the Company.

<PAGE>

INCOME TAXES: The Company files consolidated tax returns with its subsidiaries
which are greater than 80% owned. The Company uses the liability method in
accounting for income taxes. Under the liability method, deferred tax assets
and liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.

STOCK-BASED COMPENSATION: In October 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation." SFAS 123 was adopted by the Company
as required in its fiscal 1997 financial statements and did not have a material
effect on the Company's financial position or results of operations. Upon
adoption of SFAS 123, the Company continues to measure compensation expense for
its stock-based employee compensation plans using the intrinsic value method
prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and provides pro forma disclosures of net income and earnings per share as if
the fair value-based method prescribed by SFAS 123 had been applied in measuring
compensation expense. Pro forma information has not been disclosed as amounts
reported are not materially different.

LONG-LIVED ASSETS: In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," which the Company adopted prospectively in fiscal 1996. Pursuant to this
Statement, companies are required to investigate potential impairments of long-
lived assets, certain identifiable intangibles, and associated goodwill when
there is evidence that events or changes in circumstances that indicate that the
carrying value may not be recoverable. An impairment loss is recognized when
the sum of the expected future net cash flows is less than the carrying amount
of the asset. The adoption of SFAS 121 did not have a significant impact on the
Company's financial position or results of operations.

CHANGES IN PRESENTATION: Certain amounts in the 1996 and 1995 financial
statements have been reclassified to conform with the 1997 presentation. These
changes in presentation have no effect on previously reported net income or
loss.

FISCAL YEAR: The Company's fiscal year ends on the Friday nearest March 31. The
results of Operating Subsidiaries having fiscal year ends different from Triton
are reflected through the end of their fiscal year if within 93 days before
March 31 or their most recent four fiscal quarters as follows:

PERIOD INCLUDED IN THE
COMPANY'S CONSOLIDATED
FISCAL FINANCIAL STATEMENTS
OPERATING SUBSIDIARY YEAR END FOR A FISCAL YEAR
-------------------- -------- -----------------

Actava December 31 January - December
Mission West November 30 March - February

<PAGE>

NOTE 2 - DISPOSITIONS

LIQUOR BARN
In September 1993, Liquor Barn (75% owned by Triton at that time), Triton
and Liquor Barn's Official Creditors' Committee determined that an orderly
liquidation of the retailer's assets was in the best interests of its creditors.
In addition to its equity ownership, Triton was the single largest creditor of
Liquor Barn. Liquor Barn had been operating its remaining stores as a debtor-
in-possession since its Chapter 11 filing in May 1993 and, along with its
creditors, reviewed various options to maximize the value of the enterprise.
Liquor Barn filed its formal Plan of Liquidation with the Bankruptcy Court in
January 1994 and the Chapter 11 Plan was confirmed in May 1994. The liquidation
of the entity has been substantially completed. In February 1995, the Official
Creditors' Committee of Liquor Barn filed an objection to Triton's claims
asserting that the claims should be equitably subordinated to the other
unsecured claims of Liquor Barn by virtue of Triton's status as an insider of
Liquor Barn. Triton vigorously opposed the Creditor's Committee objection. In
July 1995, Triton and the Creditors' Committee settled the dispute and the
Company reduced its claims against Liquor Barn. Triton received approximately
$2.5 million in November 1995 and $511,000 in January 1997 pursuant to Liquor
Barn's distributions to its creditors. Triton expects to receive up to another
$100,000 related to its Liquor Barn claims. The Liquor Barn proceedings are
expected to be completed in calendar 1997.

In connection with the fresh start accounting adjustments recorded at
June 25, 1993, Triton determined the value of its interest in Liquor Barn to be
approximately $5 million. This valuation process included the review of several
factors including liquidation analyses prepared by Liquor Barn management at
that time. Liquor Barn revised its liquidation analysis in connection with the
filing of its Plan and Disclosure Statement in March 1994 and estimated at that
time that the unsecured creditors would realize approximately $.53 for each
$1.00 of allowed claim. Accordingly, Triton decreased the carrying value of its
Liquor Barn claims to $3.5 million in fiscal 1994. In connection with the
settlement described above, the carrying value was decreased to $3 million in
fiscal 1996, of which $2.5 million was received by Triton in November 1995 and
$511,000 was received by Triton in January 1997. Other long-term assets
includes $25,000 and $537,000 at March 31, 1997 and 1996, respectively, related
to Triton's claims against Liquor Barn. As a result of Liquor Barn's
Liquidation Plan, the consolidated statements of operations and cash flows were
restated for the applicable periods to reflect Liquor Barn as a discontinued
operation.

RIDGEWOOD PROPERTIES
In August 1994, Triton completed the sale of 1,455,280 shares of common
stock of Ridgewood to Ridgewood for $8 per share, the consideration consisting
of $8 million cash and 450,000 shares of newly issued Ridgewood Series A
Preferred Stock. The preferred stock is nonvoting, redeemable by Ridgewood at
$8 per share and pays an annual dividend of $.80 per share. Triton may convert
the preferred stock into 1,350,000 Ridgewood common shares, which would
represent approximately 47% of the Ridgewood common shares then outstanding, or
40% fully diluted. Triton deferred a gain of approximately $1.6 million on the
transaction until the Company realizes cash value for its remaining interest in
Ridgewood. Accordingly, the carrying value of the preferred stock investment is
$2 million,

<PAGE>

compared to a face value of $3.6 million, which amount is included in other
long-term assets in the consolidated balance sheet at March 31, 1997 and 1996
and is accounted for using the cost method of accounting. Triton management
estimates the fair value of this investment to be approximately $3.3 million at
March 31, 1997, determined using a discounted cash flow analysis.

As a result of this transaction, the operating results of Ridgewood through
the date of disposition have been classified as a discontinued operation in the
consolidated statements of operations and cash flows for all periods presented.
Revenues of Ridgewood through the date of disposition were $1.8 million in 1995.

NATIONAL AIRMOTIVE
On June 2, 1995, Triton completed the sale of National Airmotive for cash
proceeds of $11.3 million plus assumption of National Airmotive's debt by the
buyer. Triton recognized a loss on the sale of approximately $13.6 million. As
a result of the sale, the operating results of National Airmotive prior to the
sale have been classified as a discontinued operation in the consolidated
statements of operations and cash flows. Revenues of National Airmotive were
$83.1 million in 1995.

WESTERN METAL LATH
On November 7, 1995, Triton completed the sale of Western Metal for cash
consideration of $3 million and the assumption of all of Western Metal's debt by
the buyer. Triton recognized a gain of approximately $2.6 million which is
included in discontinued operations in the consolidated statement of operations
for the year ended March 31, 1996. As a result of the sale, the operating
results of Western Metal have been classified as a discontinued operation in the
consolidated statements of operations and cash flows for all periods presented.
Revenues of Western Metal were $19.3 million through the date of sale in 1996
and $27.2 million for the year ended March 31, 1995.

Income (loss) from discontinued operations included in the consolidated
statement of operations consists of the following (in thousands):

Years Ended
March 31
-----------------
1996 1995
------- --------
Gain on sale of Western Metal................ $ 2,564
Loss on sale of National Airmotive........... $(13,634)
Net operating results of:
Western Metal.............................. (50) (1,066)
National Airmotive......................... 631
Ridgewood.................................. 465
------- --------
Income (loss) from
discontinued operations.................... $ 2,514 $(13,604)
======= ========

The income tax effects of the discontinued operations is not material.

<PAGE>

NOTE 3 - INVESTMENT IN THE ACTAVA GROUP INC.

Prior to 1991, Triton accumulated a 20.8% interest in Actava (formerly
Fuqua Industries, Inc.), a consumer products and services company, for
$139.9 million. During 1991, Triton's interest in Actava was increased to 26.3%
through repurchases by Actava of its own common stock. During fiscal 1994 and
fiscal 1995 Triton purchased 75,000 additional Actava shares, and Actava sold
700,000 common shares to its Chief Executive Officer causing Triton's ownership
of Actava prior to October 20, 1995 to become 25.5% (4,413,598 common shares).

On October 20, 1995, Triton consummated the sale in a block transaction of
three million common shares of Actava owned by the Company pursuant to a
registration statement on Form S-3. The proceeds of the sale amounted to
approximately $49.5 million of which approximately $18 million was used to repay
in full the outstanding loan balance that Triton had from Actava secured by a
portion of the Actava shares owned by Triton (see Note 5). On October 25, 1995,
Triton completed the sale of an additional 59,384 common shares of Actava for
net cash proceeds of approximately $1 million. In fiscal 1996, Triton
recognized an accounting gain on the sales of the Actava common shares of
approximately $39.6 million after transaction expenses.

The sale of three million common shares of Actava was pursuant to an
October 12, 1995 agreement between Triton and Actava whereby Actava agreed to
register three million of the common shares of Actava owned by Triton on a Form
S-3 registration statement. Upon filing of the Form S-3 by Actava, Triton
delivered to Actava proxies in blank executed by Triton covering all 4,413,598
common shares of Actava owned by Triton, which enabled Actava's proxy holders to
vote these shares in favor of the proposed mergers of Actava with Orion Pictures
Corporation ("Orion"), MCEG Sterling Incorporated ("MCEG") and Metromedia
International Telecommunications Inc. ("MITI"). In connection with this
agreement, Triton further agreed to waive the provisions of its Amended and
Restated Stockholder Agreement with Actava which previously required that the
Board of Directors of Actava consist of nine members and entitled Triton to
designate up to two Directors of Actava. Triton and Actava also agreed that the
net proceeds of sales pursuant to the Form S-3 registration statement would be
first used to repay in full all obligations of Triton to Actava under the
Amended and Restated Loan Agreement.

On November 1, 1995, Actava completed its four-way merger with Orion, MITI,
and MCEG and renamed the newly combined company, Metromedia International Group,
Inc. ("Metromedia"). The common shares of Metromedia began trading on the
American Stock Exchange on November 2, 1995 under the trading symbol MMG. On
December 8, 1995, Triton completed the distribution of 1,342,621 common shares
of Metromedia to its stockholders as part of a special distribution (see Note
7).

Prior to the sale of Actava common shares in October 1995, Triton accounted
for its investment in Actava using the equity method of accounting and its share
of the earnings (losses) of Actava were recorded on a three-month delayed basis,
enabling Triton to reflect the results of Actava for its fiscal year which ends
December 31 within Triton's fiscal year which ends March 31.

<PAGE>

Summarized consolidated financial information of Actava for the year ended
December 31, 1994 and the nine months ended September 30, 1995 is as follows (in
thousands):

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months
Ended Year Ended
September 30, December 31,
1995 1994
----------- -----------
Net sales........................... $123,912 $551,828
Costs and expenses.................. 173,058 575,284
Loss from continuing operations..... (49,146) (23,456)
Loss from discontinued operation.... (40,693)
Net loss............................ (49,146) (65,750)

NOTE 4 - INVESTMENT IN MISSION WEST PROPERTIES

At March 31, 1997, Triton owned 44% (represented by 676,050 common shares)
of the outstanding common stock of Mission West, a real estate company listed on
the American Stock Exchange. Mission West owned and managed ten commercial real
estate projects and one undeveloped land parcel. On July 1, 1996, Mission West
entered into a definitive agreement to sell substantially all of its real estate
assets for approximately $42 million. On October 14, 1996, Mission West
exercised a "fiduciary out" pursuant to this agreement and entered into a new
definitive agreement to sell all of its real estate assets for an aggregate
purchase price of $46.5 million. On December 6, 1996. Mission West issued a
"fiduciary out" pursuant to this second agreement and entered into new
definitive agreement to sell all of its real estate for an aggregate purchase
price of $50.5 million.

The last agreement was approved by the stockholders of Mission West on
December 16, 1996 at a meeting held for such purpose. On January 20, 1997,
Mission West completed the sale of all but one of the properties under contract
generating gross cash proceeds of approximately $47.5 million before the
repayment of approximately $29 million of secured real estate obligations on
such properties. On February 27, 1997, Mission West completed a cash
distribution of $9.00 per share to its stockholders resulting in a cash
distribution to Triton of approximately $6.1 million. On May 6, 1997, Mission
West completed the sale of the remaining property for gross cash proceeds of $3
million.

At March 31, 1997, Triton's investment in Mission West was carried in the
consolidated balance sheet at no value, which was less than its equity in
Mission West's net assets of $2 million.

The majority of this difference was created in June 1993 in connection with
Triton's adoption of fresh start accounting following its reorganization and
emergence from bankruptcy, and has historically been accounted for by Triton as
a reduction in the value of the real estate investments recorded at Mission
West.

<PAGE>

During 1995, Mission West recorded a valuation reserve on its real estate
investments of $5.2 million and Triton's $2.7 million share of this provision
was not recognized as a loss in the consolidated financial statements, but was
offset against the reserve established in June 1993. The Mission West shares
owned by Triton, based on the closing price of such stock for such date, had a
quoted market value of $1.4 million at March 31, 1997.

Triton accounts for this investment using the equity method of accounting
and its share of the earnings of Mission West are recorded on a one-month
delayed basis, enabling Triton to reflect the results of Mission West for the
twelve month period ended February 28, 1997 within Triton's year ended March 31,
1997.

Summarized financial information of Mission West as of February 28, 1997,
1996 and 1995 and the three years then ended is as follows (in thousands):

CONDENSED BALANCE SHEET
At February 28
------------------
1997 1996
------- --------
Current assets............................ $ 2,781 $ 3,347
Real estate investments, net.............. 3,023 42,861
Other assets.............................. 900 1,032
------- -------
$ 6,704 $47,240
======= =======

Current liabilities....................... $ 2,165 $ 1,310
Notes payable............................. 31,700
Stockholders' equity...................... 4,539 14,230
------- -------
$ 6,704 $47,240
======= =======

CONDENSED STATEMENT OF OPERATIONS

Years Ended February 28
-----------------------------
1997 1996 1995
-------- ------- -------
Rental revenues........................... $ 6,995 $ 7,534 $ 7,258
Sales of real estate...................... 47,500 375 596
-------- ------- -------
54,495 7,909 7,854
-------- ------- -------
Operating costs and expenses.............. 5,708 3,032 3,032
Costs of real estate sold................. 42,651 7
Depreciation and amortization............. 1,129 1,364 1,429
Provision for estimated losses on
real estate.............................. 5,200
Net income (loss)......................... 3,365 103 (3,083)

<PAGE>

NOTE 5 - DEBT

Triton had a secured loan from a bank with a balance of $915,000 on
March 31, 1996, the security for which was the 676,050 shares of Mission West
common stock owned by the Company. Triton repaid the loan in full in April
1996.

Triton had a secured credit agreement with Actava, the collateral for which
was a portion of the common shares of Actava owned by Triton prior to the sale
and distribution of such shares in October and December 1995 (see Note 3). The
loan was repaid in full in October 1995 in connection with the Company's sale of
three million shares of Actava common stock owned by the Company.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

In December 1995, the Company engaged a financial advisor to assist it in
developing and evaluating proposals for potential acquirors, acquisition
candidates or merger partners. In the event that a transaction were completed
that resulted in a change of control of Triton, the advisor would be entitled to
a fee of up to $.3 million. In connection with the Alarmguard Merger completed
on April 15, 1997 (see Note 10), this fee was paid. Additionally, pursuant to
this engagement, the financial advisor was granted a warrant to purchase 50,000
shares of common stock of the Company at $5.00 per share which represents the
then approximate market value (see Note 7).

La Jolla Insurance Co., Ltd. ("La Jolla"), a wholly owned subsidiary of
Triton, is a non-operating insurance captive domiciled in Bermuda. Prior to
1993, La Jolla provided certain insurance coverages, principally workers'
compensation and directors and officers insurance, for its parent corporation
and Triton's predecessor, Intermark, Inc., and certain of Intermark's
subsidiaries. In October 1992, Intermark and Triton filed for reorganization
under Chapter 11 of the United States Bankruptcy Code. At that time, the total
liabilities of La Jolla (including reserves established for the risks inherent
in the existing insurance policies) exceeded its assets by approximately $.5
million. Due to the La Jolla insolvency and the Chapter 11 filing of Intermark,
La Jolla was placed into a voluntary liquidation proceeding in Bermuda to be
managed by a liquidator for the benefit of its creditors. As a result, La Jolla
was deconsolidated from Intermark's financial statements in fiscal 1993 and was
carried at no value.

During the third quarter of fiscal 1997 it was determined that La Jolla's
assets, amounting to approximately $3.4 million, exceeded its total liabilities.
As a result, La Jolla emerged from the liquidation proceeding, and operating
control of La Jolla was transferred to Triton. Accordingly, Triton has
reconsolidated La Jolla, effective as of the beginning of the third quarter of
fiscal 1997. In December 1996, La Jolla reinsured its remaining risks through
the purchase of a three-year, $3 million tail insurance policy from a commercial
insurance carrier at a cost of approximately $160,000. La Jolla paid a $3.1
million cash dividend to Triton. While management believes that La Jolla has
fully reinsured the risks under the 1993 D&O policy, there can be no assurances
that La Jolla or Triton would not have to fund any claims that the reinsurer
fails to pay. Triton's consolidated statement of operations for the year ended
March 31, 1997 includes income of $3.2 million for the consolidation of La Jolla

<PAGE>

and the resulting gain, net of the cost of the reinsurance described above. The
consolidated balance sheet at March 31, 1997 includes $152,000 of cash
attributable to La Jolla. Pursuant to the Bermuda Insurance Act, La Jolla is
required to maintain $120,000 of minimum capital.

In May 1995, a stockholder of Ridgewood, commenced a derivative and class
action in Delaware Chancery Court against Ridgewood, its directors and the
Company. The lawsuit attacks a transaction entered into in August 1994 in which
Ridgewood purchased from the Company all of the Ridgewood common stock then
owned by the Company (which consisted of approximately 75% of Ridgewood's then
outstanding common stock) for $8 million in cash and newly-issued Ridgewood
preferred stock with a face value of $3.6 million. The complaint alleges that
such transaction constituted a corporate waste and a breach by the Company of
its alleged duties of loyalty and good faith as a majority stockholder to
Ridgewood's other stockholders. The complaint seeks a rescission of the
transaction and other unspecified monetary relief. The Company believes these
allegations are without merit and intends to defend vigorously against them.
Although there can be no absolute assurances as to the outcome of this matter,
it is the opinion of management that the ultimate resolution of such litigation
will not have a material adverse effect on the Company's financial position,
results of operations or cash flows.

Various other claims, lawsuits and other actions against the Company are
pending. It is the opinion of management that the ultimate resolution of such
claims and/or litigation will not have a material adverse effect on the
Company's financial position, results of operations or cash flows.

NOTE 7 - STOCKHOLDERS' EQUITY

All share and per share data set forth below has been retroactively
restated to give effect to the Reverse Stock Split.

DISTRIBUTION OF CASH AND COMMON SHARES OF METROMEDIA TO TRITON
STOCKHOLDERS: On November 1, 1995, the Board of Directors of the Company
declared a special distribution of $15.70 in cash and .66 of a share of common
stock of Metromedia (formerly Actava) for each outstanding share of Triton
common stock. The special distribution was completed on December 8, 1995 to
stockholders of record on November 17, 1995. Cash was paid in lieu of any
fractional shares of Metromedia's common stock that would otherwise have been

<PAGE>

distributed in the special distribution. Based on the closing price of
Metromedia's common stock on December 8, 1995 of $14.625 per share, the total
value of the distribution on such date amounted to approximately $51 million, or
$25.40 per share of Triton common stock.

STOCK OPTIONS: In July 1993, the Company adopted the 1993 Directors Stock
Option Plan. The Plan provided for the issuance of up to 30,000 options to
purchase common stock of the Company to non-employee directors of the Company.
The option price could not be less than the fair market value of the shares on
the date of the grant. Options issued under the plan were fully exercisable
when granted and were to expire in 5 years. During fiscal 1994, 15,000 options
were granted under the Plan to acquire the same number of shares of common stock
of the Company at $20.00 per share, which exceeded the quoted market value of
the Company's common stock at that time. At March 31, 1997, 15,000 shares of
common stock were reserved for future issuance under the plan. The 1993
Director Stock Option Plan was canceled on April 15, 1997 in connection with the
Alarmguard Merger.

In August 1993, the Company granted 120,000 non-qualified options to
certain key employees to acquire the same number of shares of common stock of
the Company at $20.00 per share, which exceeded the quoted market value of the
Company's common stock at that time. These options were fully exercisable when
granted and were to expire in five years.

In October 1993, the Company granted 7,500 options to acquire the same
number of common shares of the Company at $20.00 per share, which exceeded the
quoted market value of the Company's common stock at that time, to its financial
advisor on the same terms as those issued to the non-employee directors of the
Company. The Company determined that the value of these options was not
material.

WARRANTS TO PURCHASE COMMON STOCK: In connection with the retention of a
financial advisory firm by the Company in October 1993, the Company issued
450,000 warrants to purchase 45,000 shares of common stock of the Company at
$20.00 per share. The warrants were to expire in five years and were exercisable
as follows: 150,000 on or after the date of the agreement; 150,000 on or after
the first date that the average stock price of the Company for ten consecutive
trading days equals or exceeds $40.00 per share; and 150,000 on or after the
first date that the average stock price of the Company for ten consecutive days
equals or exceeds $50.00 per share. Similar to the stock options, the warrants
provided for a reduction in the exercise price to the extent cash dividends or
other distributions were made to existing holders of common stock of the
Company. The Company determined that the value of these warrants at the date of
issuance was not material. Pursuant to the terms of the Warrant Agreement, the
exercise price of 150,000 of these warrants was reduced to the par value of the
common stock to be issued, or $.001 per share. Following the special
distribution, the financial advisor and the Company agreed to cancel the
remaining 300,000 warrants.

Pursuant to its Joint Plan of Reorganization in 1993, Triton issued
782,400 warrants (which expire in June 1998) to purchase 78,240 shares of
Triton common stock to certain former creditors and the former stockholders
of the Predecessor Company at the exercise price of $3.75 per warrant (or
$37.50 per share).

<PAGE>

In connection with the special distribution and pursuant to the terms of the
Warrant Agreement, the exercise price of each warrant was adjusted to $2.04
and, upon exercise of a single warrant, the warrant holder would receive .184
shares of common stock of the Company.

In December 1995, the Company retained the same financial advisory firm for
a new engagement (see Note 6). In connection with this retention, the Company
issued 500,000 warrants to purchase 50,000 shares of common stock of the Company
at $5.00 per share which represents the then approximate market value. The
warrants expire in 5 years. The Company determined that the value of these
warrants at the date of issuance was not material.

EXERCISE OF STOCK OPTIONS AND WARRANTS: All of the options and certain of
the warrants described above provided for a reduction in the exercise price to
the extent cash dividends or other distributions are made to existing holders of
the common stock of the Company. As a result of the special distribution, the
exercise price for all of these stock options and warrants was reduced to the
par value of the common shares to be issued, or $.001 per share. Additionally,
the Company entered into agreements with the option and warrant holders whereby
the option and warrant holders participated in the special distribution to the
extent that the value of the distribution exceeded the pre-distribution $20.00
per share exercise price. As a result, the Company recognized compensation
expense of $1.4 million ($.7 million of which was a non-cash charge) in fiscal
1996 related to the option and warrant holders' participation in the special
distribution. In February 1996, 132,300 of the options and 15,000 of the
warrants were exercised and in September 1996, 10,300 options were exercised at
the option price of $.001 per share. At March 31, 1997, no stock options
remained outstanding.

COMMON STOCK PURCHASE RIGHTS: In March 1995, the Company's Board of
Directors adopted an Interim Rights Plan, whereby the Board declared a dividend
of one common stock purchase right (a "Right") for each share of the Company's
outstanding common stock on April 3, 1995. Each Right entitled the holder to
purchase from the Company a calculated number of common shares at $2.00 per
share in the event that a person or affiliated group of persons acquired
ownership of 15% or more of the outstanding common shares of the Company. The
Rights were redeemed by the Board of Directors on December 8, 1995 in connection
with the special distribution at a price of $.01 per Right.

SUBSIDIARY EQUITY TRANSACTIONS: Equity transactions by the Company's
subsidiaries and investees and other transactions resulted in a net increase in
stockholders equity of $657,000 and $178,000 during the years ended March 31,
1996 and 1995, respectively.

<PAGE>

NOTE 8 - INCOME TAXES

The income tax (expense) benefit from continuing operations consists of the
following (in thousands):

Years Ended March 31
-----------------------------
1997 1996 1995
------- ------- -------
FEDERAL:
Current............... $ (8) $ 1,515
Deferred..............
------- ------- -------
(8) 1,515
------- ------- -------
STATE:
Current............... (143) $1,135 (3)
Deferred..............
------- ------- -------
(143) 1,135 (3)
------- ------- -------
$ (151) $ 1,135 $ 1,512
======= ======= =======

The difference between total income tax expense and an amount computed by
applying the statutory federal income tax rate (35%) to income from continuing
operations is reconciled as follows (in thousands):

Years Ended March 31
--------------------------
1997 1996 1995
------- -------- -------

Benefit (tax) computed at
Federal statutory rate.... $(1,848) $(8,378) $4,634
State income taxes......... 295
Basis differences on
investments sold.......... 13,862
Equity in earnings and
non-taxable distributions
from subsidiaries......... 1,913
Reversal of prior year
estimate................. 1,715 1,515
Losses for which no current
benefits are available... (381) (5,495) (4,802)
Alternative minimum tax... (575)
Other, net................. (130) 6 165
------- ------- -------
$ (151) $ 1,135 $1,512
======= ======= =======

<PAGE>

Significant components of the Company's deferred income tax assets as of
March 31, 1997 and 1996 are as follows:

March 31
---------------------
1997 1996
--------- ---------
Investments in unconsolidated
subsidiaries...................... $ 40 $ 334
Net operating, capital, credit and
built-in loss carryforwards....... 16,845 11,594
Other investments and assets........ 389 2,363
Alternative minimum tax credit
carryforward...................... 4,395
Other nondeductible accruals........ 1,083 2,821
--------- ---------
Subtotal..................... 18,357 21,507
Valuation adjustments........ 18,357 21,507
--------- ---------
Net deferred taxes........... $ -- $ --
========= =========

Certain of the assets included in the above table relate to net operating,
capital and built-in loss carryforwards of Triton and are subject to an annual
limitation due to the ownership change of Triton in June 1993 resulting from the
Company's reorganization. At March 31, 1997, the table includes only those net
operating and capital and built-in loss carryforwards that could be realized by
the Company during the carryforward period considering the Company's annual
limitation.

At March 31, 1997, Triton had net operating loss ("NOL") carryforwards for
Federal tax purposes of approximately $48 million and capital loss carryforwards
of approximately $149 million. Due to the change in ownership requirements of
the Internal Revenue Code, all but approximately $13 million of these loss
carryforwards are "pre-ownership change" and are subject to an annual combined
limitation of approximately $2.4 million. The capital loss carryforward is
limited to use against future capital gains only. If the full amount of the
limitation is not used in any year, the amount not used increases the allowable
limit in the subsequent year. In fiscal 1996, Triton fully utilized its
cumulative annual limitation for alternative minimum tax purposes. These loss
carryforwards expire between 2006 and 2010 if not used.

The Company has not recognized a financial statement benefit for its tax
loss carryforwards or any other deferred tax assets due to the uncertainty of
realizing the benefit of such assets in the future.

Pursuant to the Joint Plan (see Note 1), the Company is repaying certain
agreed upon prepetition income tax liabilities of the Predecessor Company in
semi-annual payments through June 1999. The amounts accrue interest at the
prime rate plus 1%. At March 31, 1997, the consolidated balance sheet included
$651,000 in other long-term liabilities and $326,000 in accrued expenses related
to Predecessor Company income tax liabilities.

<PAGE>

NOTE 9 - ADDITIONAL FINANCIAL STATEMENT INFORMATION

Other current assets consists of the following (in thousands):

At March 31
-----------------
1997 1996
------- -------
Note receivable from Alarmguard................... $ 500
Other............................................. 170 $ 248
------- -------
$ 670 $ 248
======= =======

In February 1997, Triton advanced Alarmguard $500,000 in connection with a
bridge note line of credit (the "Bridge Note") of $1.5 million. The Bridge Note
was contemplated as part of the December 23, 1996 Merger Agreement with SSH. On
April 15, 1997, in connection with the consummation of the Alarmguard Merger,
the Bridge Note was cancelled.

Other long-term assets consists of the following (in thousands):

At March 31
-----------------
1997 1996
------- -------
Liquor Barn receivable............................ $ 25 $ 537
Investment in Ridgewood Series A Preferred Stock.. 2,009 2,009
Other............................................. 71 82
------- -------
$ 2,105 $ 2,628
======= =======

Accrued liabilities consist of the following (in thousands):

At March 31
-----------------
1997 1996
------- -------
Accounts payable.................................. $ 96 $ 35
Accrued compensation and other employee benefits.. 10 8
Prepetition income taxes.......................... 326 326
Other............................................. 39 77
------- -------
$ 471 $ 446
======= =======

<PAGE>

Other liabilities consist of the following (in thousands):

At March 31
-----------------
1997 1996
------- -------
Prepetition income taxes.......................... $ 651 $ 978
Other............................................. 1,895 1,909
------- -------
$ 2,546 $ 2,887
======= =======

NOTE 10 - SUBSEQUENT EVENT

On April 15, 1997, Triton completed the Alarmguard Merger. The Alarmguard
Merger was effected pursuant to the Merger Agreement dated as of December 23,
1996, as amended on March 6, 1997. In connection with the Alarmguard Merger,
Triton effected a one-for-ten reverse stock split (See Note 1).

Pursuant to the Merger Agreement and in consideration of the Alarmguard
Merger, SSH's stockholders received an aggregate of approximately 2,877,368 new
shares of common stock of Triton, representing approximately 57% of the common
stock outstanding upon consummation of the Alarmguard Merger. Upon consummation
of the Alarmguard Merger, the combined company was renamed Alarmguard Holdings,
Inc. ("Alarmguard"), the common shares of which are listed for trading on the
American Stock Exchange under the symbol "AGD". Additionally, as a result of
the Alarmguard Merger, Alarmguard's fiscal year end was changed to December 31
and the Board of Directors of Triton was reconstituted to include five
representatives from SSH's board of directors and two representatives from
Triton's board of directors.

The Merger will be accounted for as a "reverse acquisition" such that
Triton will be designated the accounting acquiree and Alarmguard the accounting
acquiror. As such, the net assets of Triton (principally cash) will be recorded
at net book value and the pre-Merger financial statements of SSH will become the
historical financial statements of Alarmguard Holdings. Inc. (formerly Triton
Group Ltd.). In addition, SSH's pre-Merger stockholders' deficiency and loss
per common share will be retroactively restated for the equivalent number of
Merger Shares received by the stockholders of SSH in the Merger, with
differences between the par values of Triton's stock and SSH's stock recorded as
an adjustment to paid-in capital of Alarmguard.

In connection with the Alarmguard Merger, Triton entered into a management
agreement with Triton Group Management, Inc. ("TGM"), an entity formed by two
former executives of Triton. TGM will perform services in connection with
ongoing management of certain assets and liabilities of Alarmguard following
the consummation of the Merger. Pursuant to this agreement, $300,000 was
paid to TGM upon consummation of the Merger and $20,000 will be paid to TGM
by Alarmguard each month for the one-year term of the contract.

<PAGE>

The following summary presents the unaudited pro forma results of
operations of Alarmguard as if the Merger had occurred as of January 1, 1996.
The summary does not necessarily represent results which would have occurred if
the Merger had taken place on the basis assumed, nor is it indicative of the
results of future operations or cost savings which might occur as a result of
the Merger (in thousands, except per share amounts):

Year ended
December 31,
1996
(unaudited)
-----------
Pro forma revenues.................... $24,152
Pro forma net loss.................... (9,845)
Pro forma loss per share.............. (1.96)
Number of shares used in calculating
pro forma loss per share............ 5,032

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The disclosure required by this item has been previously reported in a
Report on Form 8-K, as amended, filed by Alarmguard on April 22, 1997.

<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table provides certain information about the Company's
Directors and Executive Officers at March 31, 1997:

Name Age Position
---- --- --------

Michael E. Cahr 57 Director,Member of Audit and
Compensation Committees

Richard R. Tartre 59 Director, Member of Audit and
Compensation Committees

Michael M. Earley 42 Director, President and Chief
Executive Officer

Mark G. Foletta 37 Director, Senior Vice President,
Chief Financial Officer and
Corporate Secretary

MR. CAHR has been a Director since June 1993 and serves as President and
Chief Executive Officer of Allscrips Pharmaceuticals, Inc., a privately-owned
company engaged in the distribution of pharmaceutical products. He has served
in this position since June 1994. He has also served as Venture Group Manager
for Allstate Venture Capital, a division of Allstate Insurance Company between
1987 and June 1994. He is also a director of LifeCell Corporation, Optek
Technologies, Inc., and several privately owned companies. Following the
Alarmguard Merger, Mr. Cahr became a Director of Alarmguard Holdings, Inc.

MR. TARTRE has been a Director since June 1993 and serves as Senior Vice
President of MetLife and Chairman and CEO of MetLife Securities and MetLife
General Agency. He has served in this position since January 1997. He served
as President and Chief Executive Officer of Astra Management Corp. from May 1995
to April 1996. He served as Managing Director of Eden Financial Group from 1982
to May 1995. He also serves as a director of Burnham Pacific Properties.

MR. EARLEY has served as the President and Chief Executive Officer of the
Company since February 1996 and as a Director since June 1993. Mr. Earley has
served as President and Chief Operating Officer (June 1995 to January 1996) and
Senior Vice President and Chief Financial Officer of the Company and Intermark,
Inc. (1991 to June 1994). He is also a director of Mission West Properties and
Ridgewood Hotels, Inc. Following the Alarmguard Merger, Mr. Earley became a
Director of Alarmguard Holdings, Inc.

MR. FOLETTA has been a Director since February 1996 and has served as
Senior Vice President and Chief Financial Officer since June 1994. He also
served as Vice President and Corporate Controller of the Company and Intermark,
Inc. from 1991 to June 1994 and has served as Corporate Secretary of the Company
since 1992. He is also a director of Mission West Properties.

<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission and the American Stock Exchange initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by the regulations of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than 10% beneficial owners were
complied with by such persons during the fiscal year ended March 31, 1997.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows the cash compensation paid by the Company and its
subsidiaries as well as certain other compensation paid or accrued to each of
the Executive Officers of the Company in all capacities in which they serve.
The table reflects cash compensation for the three years ended March 31, 1997.

Effective January 2, 1996, the three Executive Officers of the Company were
terminated as employees. Pursuant to existing Employment Agreements, each
Executive received a severance payment equal to their annual salary. These
severance amounts are included in the "All Other Compensation" column in the
table below for the year ended March 31, 1996.

Since the termination, Messrs. Earley and Foletta have provided management
services to the Company on a consulting basis. Under this arrangement, the
Company is not providing any perquisites or typical employee-related benefits.
The Executives serve on a month-to-month basis and have no other contractual
relationship with the Company. The consulting payments after January 2, 1996
are included in the "Other Annual Compensation" column in the table below.

SUMMARY COMPENSATION TABLE

Long-term compensation
----------------------
Awards Payouts
------ -------
Other Number of All
Annual Compensation Annual Securities Other
------------------- Compen- Underlying Compen-
Salary Bonus sation Stock LTIP sation
Name and Position Year ($) ($) (4)($) Options Payouts (5)($)-
- ----------------- ----- ------- ------- ------- ------- ------- --------

<S> <C> <C> <C> <C> <C> <C> <C>
Michael M. Earley, (1) 1997 0 0 255,050 0 0 0
President and Chief 1996 181,201 330,000 57,453 0 0 485,633
Executive Officer 1995 213,750 61,644 655 0 0 0

Mark G. Foletta, (2) 1997 0 0 202,500 0 0 0
Senior Vice President 1996 125,410 250,000 46,375 0 0 325,756
Chief Financial Officer 1995 146,250 42,466 341 0 0 0
and Corporate Secretary

John C. Stiska (3) 1996 304,554 330,000 62,829 0 0 784,389
1995 337,500 95,890 2,580 0 0 0
</TABLE>

<PAGE>

(1) Included in the salary amount for Mr. Earley is compensation received as a
director of the following operating subsidiaries of Triton during the fiscal
years ended March 31, 1996 and March 31, 1995, respectively: Ridgewood, $10,700
and $16,400; Mission West Properties, $9,000 and $15,000; and National
Airmotive, $1,667 and $12,500.

(2) Included in the salary amount for Mr. Foletta is compensation received as a
director of Mission West of $8,250 during the fiscal year ended March 31, 1996
and $15,000 during the fiscal year ended March 31, 1995.

(3) Mr. Stiska resigned his position as Chief Executive Officer and Chairman of
the Triton Board effective February 1, 1996. Included in the salary amount for
Mr. Stiska is compensation received as a director of the following operating
subsidiaries of Triton during the fiscal years ended March 31, 1996 and March
31, 1995, respectively: Ridgewood, $10,700 and $16,400; Mission West
Properties, $9,000 and $15,000; and National Airmotive, $1,667 and $12,500.

(4) Triton provided perquisites and other personal benefits to the executive
officers of Triton. Included in these amounts are payments received for auto
allowance, tax and estate planning and life insurance premiums prior to the
respective terminations on January 1, 1996. These amounts include consulting
payments during the year ended March 31, 1996 to Messrs. Earley, Foletta and
Stiska of $45,000, $35,000 and $15,000, respectively. These amounts also
include consulting amounts during the year ended March 31, 1997 to Messrs.
Earley and Foletta of $197,500 and $157,500, respectively, and compensation
received as a director of Mission West Properties of $20,250 and $22,500,
respectively. During the year ended March 31, 1997, Mr. Earley was also
compensated as a director of Ridgewood in the amount of $14,800. These amounts
also include compensation received as directors of the Company following
their terminations discussed above.

(5) Triton completed a distribution to its stockholders on December 8, 1995
consisting of $15.70 in cash and .66 of a share of Metromedia common stock for
each outstanding share of Triton common stock. Pursuant to forbearance
agreements between Triton and its executive officers, Triton distributed to
Messrs. Earley, Foletta and Stiska $260,677, $170,755 and $434,389,
respectively, in cash and market value of Metromedia common stock, in exchange
for their forbearing to exercise outstanding stock options. These amounts
distributed represent the value of the distribution to stockholders per each
share of Triton common stock, in excess of the $20.00 per share exercise price
of the stock options prior to the distribution. Additionally, these amounts
include the severance payments to Messrs. Earley, Foletta, and Stiska of
$225,000, 155,000 and $350,000, respectively, pursuant to the terms of their
respective employment agreements with Triton which were terminated effective
January 2, 1996.

<PAGE>

STOCK OPTIONS

As mentioned above, on December 8, 1995, the Company completed a special
distribution of $15.70 in cash and .66 of a share of common stock of Metromedia
for each outstanding share of common stock of the Company to shareholders of
record on November 17, 1995. All of the stock options previously granted to the
Executive Officers provided for a reduction in the exercise price to the extent
cash dividends or other distributions are made to existing holders of the common
stock of the Company. As a result of the special distribution discussed above,
the exercise price for all of these stock options was reduced to $.001 per
share. Additionally, the Company entered into agreements with the option
holders whereby the option holders participated in the special distribution to
the extent that the value of the distribution exceeded the $20.00 per share
exercise price. Each of the named Executive Officers exercised all of their
stock options during the year ended March 31, 1996 and there are no unexercised
stock options for the named Executive Officers at March 31, 1997.

PENSION PLANS

Intermark, Triton's predecessor, had a Pension Plan for its officers and
employees (the "Pension Plan"). The assets of the Pension Plan were held in a
trust for the Officers and employees, and former Officers and employees, and
Intermark made contributions into the trust on an actuarial basis. The Pension
Plan provided for fixed benefits in the event of retirement after a specified
number of years of service. To have been eligible to accrue benefits under the
Pension Plan, an employee was required to (i) have attained age 21, (ii) have
completed one full year of continuous service with Intermark, and (iii) have
been hired before age 60. Estimated annual benefits upon retirement under the
Pension Plan equaled 50% of the employee's "final average earnings" which was
defined as the average of the employee's annual earnings for the five highest
consecutive years of the last ten calendar years preceding his or her normal
retirement date, exclusive of any bonuses and expense reimbursement, less 75% of
the employee's estimated annual Social Security Benefit.

Benefit accrual under the Pension Plan was curtailed as of April 3, 1993.
As a result, the annual benefits payable under the Pension Plan were determined
in accordance with the previous paragraph computing "final average earnings"
using earnings for the period prior to the curtailment date. Triton made
contributions to the Pension Plan in order to fund benefits already accrued
thereunder. In October 1994, Triton purchased annuities from a third-party
insurance company to provide benefits to each participant of the Pension Plan.

DIRECTOR'S COMPENSATION

In 1997, each director of the Company received a monthly retainer of
$1,000, plus $1,500 for each meeting of the Board of Directors which he attended
in person and $500 for each meeting of the Board of Directors in which he
participated by conference telephone call. Directors are also reimbursed for
their expenses in attending meetings and engaging in other business activities
for the Company.

<PAGE>

Directors who are not employees of the Company also held options to
purchase shares of the Company's Common Stock pursuant to the 1993 Directors'
Stock Option Plan (the "Director Plan") which provided that:

(1) Each non-employee Director of the Company who was first elected
or appointed a Director on or before September 8, 1993 was granted an
option to purchase 7,500 shares of Common Stock at an exercise price of
$20.00. Options granted under the Director Plan are fully exercisable on
or after the date of grant.

(2) Each participating Director who is first elected or appointed a
Director subsequent to September 8, 1993 shall be granted an option for no
fewer than 5,000 shares and no more than 7,500 shares, the specific number
of such shares to be recommended by a committee of disinterested Directors,
and ratified by the entire Board of Directors.

As discussed in "Stock Options" under Executive Compensation, the exercise
price of the Director options was adjusted as a result of the special
distribution completed in December 1995. All of the Director's elected to
exercise their stock options during the years ended March 31, 1997 and 1996.

Options granted under the Director Plan had a term of five years, and the
Director Plan itself was to terminate on July 15, 2003. Pursuant to the
Alarmguard Merger consummated on April 15, 1997, the Director Plan was
terminated.

POST EMPLOYMENT AGREEMENTS

The Company was a party to Post Employment Agreements with each of its
Executive Officers. Each agreement provided for certain severance payments to
the Officer upon termination of employment other than for cause, or upon
resignation following a reduction in salary or benefits not shared with all
other employees of the Company or pursuant to the Company's standard retirement
policy, a reduction in corporate title, or a relocation of the officer's place
of work greater than 50 miles from the Company's current headquarters (each a
Qualifying Termination). On March 22, 1995, the Board of Directors of the
Company authorized an amendment to each of the Post Employment Agreements
between the Company and its Executive Officers to provide that a change in
control of the Company constituted a Qualifying Termination event for purposes
of the Post Employment Agreements.

Under the Post Employment Agreements, the Company would be obligated to
make severance payments in cash within 30 days from the date of occurrence of a
Qualifying Termination in an amount equal to the Executive's annual base salary
immediately prior to the Qualifying Termination. Any options to purchase the
Company's stock held by the officer at the time of termination would be
exercisable in accordance with the terms of the stock option agreements. Post
Employment Agreements did not provide for continued employment with the Company
upon termination.

<PAGE>

Effective January 2, 1996, the Executive Officers of the Company were
terminated as employees of Triton. Two of the three individuals are continuing
to provide services on a consulting basis to the Company. In connection with
their termination, the Executives were paid in accordance with the Post
Employment Agreements.

INDEMNIFICATION AGREEMENTS

The Company entered into indemnification agreements (the "Indemnification
Agreements") with each person who was an Officer or Director of the Company in
October 1993. The Indemnification Agreements provide for indemnification of
Directors and Officers to the fullest extent authorized or permitted by Delaware
law. The Indemnification Agreements also provide for (i) advancement by the
Company of expenses incurred by the Director or Officer in defending certain
litigation, (ii) the appointment of an independent legal counsel to determine
whether the Director or Officer is entitled to indemnity after a change in
control, and (iii) the continued maintenance by the Company of the directors'
and officers' liability insurance currently in effect ($1 million of primary
coverage).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

John C. Stiska, former Chairman and Chief Executive Officer of the Company,
was also a member of the Board of Directors of Biosafety Systems, Inc. until
December 1995. Richard R. Tartre, a member of the Company's compensation
committee, was also the Chairman of the Board of Biosafety Systems until
December 1995. Mr. Tartre was not a compensated executive officer of Biosafety
Systems and was compensated as a non-employee director.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (1)

The following table sets forth certain information regarding beneficial
ownership of the shares of common stock as of March 31, 1997 by (i) each of the
Company's Executive Officers and Directors, (ii) the Company's Executive
Officers and Directors as a group, and (iii) all other stockholders known by the
Company to beneficially own more than five percent of the common stock. Unless
otherwise indicated in footnotes, each such individual has sole voting and
investment power with respect to the shares set forth in the table. Unless
otherwise indicated, the address for each of the stockholders listed below is
c/o Triton Group Ltd., 550 West "C" Street, Suite 1880, San Diego, CA 92101.

Amount and Nature Percent
of Beneficial Beneficially
Name and address Ownership(1) Owned (2)
- ---------------- ------------ ---------

Ryback Management Corporation 350,740 (3) 16.3%
7711 Carondelet Ave., Box 16900
St. Louis, MO 63105

Morgens Waterfall 287,078 (4) 13.3%
10 East 50th Street, 26th floor
New York, NY 10022

Federated Investors 123,500 (5) 5.7%
1000 Liberty Street-26th Street
Federated Investors Tower
Pittsburgh, PA 15222

Michael M. Earley 36,922 1.7%

Mark G. Foletta 24,776 1.2%

Richard R. Tartre 14,800 *

Michael E. Cahr 7,500 *

All executive officers and directors
as a group (4 persons) 83,998 3.9%

* Less than 1.0%.

(1) Shares beneficially owned give retroactive effect to the Reverse Stock
Split consummated in connection with the Alarmguard Merger on April 15,
1997.

(2) Percentages have been calculated using the outstanding shares of Triton
Common Stock as of March 31, 1997 of 2,155,350, which gives retroactive
effect to the Reverse Stock Split consummated in connection with the
Alarmguard Merger on April 15, 1997.

<PAGE>

(3) 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 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) 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"), (1) 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 34,321 shares beneficially owned by MWV,
17,342 shares beneficially owned by Betje, 6,477 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.

(5) 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 may be deemed to be beneficial owners of
such securities; however, in accordance with Rule 13d-4 under the Exchange
Act, Federated, its principal stockholders, and its investment adviser
subsidiaries declare that the filing of the Schedule 13G disclosing
beneficial ownership of the 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.

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 20, 1995, Triton sold 59,384 shares of common stock of Actava to
Grace Brothers, Ltd., the holder at that time of approximately 6.9% of Triton
common stock in a private transaction for $16 7/8 per share generating net cash
proceeds to Triton of approximately $1.0 million.

On March 7, 1997, Mission West, a publicly-traded real estate company of
which Triton owns approximately 44%, agreed to enter into a management agreement
with Triton Group Management, Inc. ("TGM"), a company formed by Michael M.
Earley, who at that time was President and Chief Executive Officer of Triton and
a member of the Triton Board, and Mark G. Foletta, who at that time was Senior
Vice President, Chief Financial Officer and Corporate Secretary of Triton and a
member of the Triton Board. Pursuant to such agreement, Mission West engaged
TGM to provide senior management services to Mission West, and Mission West is
paying TGM, as compensation, $7,500 per month commencing in March 1997. The
agreement will continue until terminated by either party upon 30 days' prior
written notice.

In connection with the Alarmguard Merger, Triton entered into the TGM
Management Agreement with TGM. TGM will perform services in connection with
ongoing management of certain assets and liabilities of Alarmguard following the
consummation of the Merger. Pursuant to the TGM Management Agreement, $300,000
was paid to TGM upon consummation of the Merger and $20,000 will be paid to TGM
by Alarmguard each month for the one-year term of the contract.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) The following consolidated financial statements of Triton Group Ltd.
are included in Item 8:

Reports of Independent Accountants/Auditors

Consolidated Balance Sheets as of March 31, 1997 and 1996

Consolidated Statements of Operations for the years ended March 31,
1997, 1996 and 1995

Consolidated Statements of Cash Flows for the years ended March 31,
1997, 1996 and 1995

Consolidated Statements of Stockholders' Equity for the years ended
March 31, 1997, 1996 and 1995

Notes to Consolidated Financial Statements

(a)(2) The following is a list of financial statements of the Registrant and
subsidiaries which are filed as part of this report or incorporated by
reference:

(ii) Consolidated financial statements and financial statement schedules of
The Actava Group Inc., and its subsidiaries, as of December 31, 1994
and 1993 and for the three years ended December 31, 1994, which are
incorporated herein by reference to File No. 1-5706, Annual Report on
Form 10-K of The Actava Group Inc. for the year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A filed with the
Commission on April 28, 1995, and Amendment No. 2 on Form 10-K/A filed
with the Commission on July 13, 1995.

Report of Independent Auditors

(iii) The financial statements and financial statement schedules of Mission
West Properties which are incorporated herein by reference to File No.
1-8383, Annual Report on Form 10-K of Mission West Properties for the
year ended November 30, 1996.

Report of Independent Accountants

Consolidated Balance Sheets of Mission West Properties as of
November 30, 1996 and 1995

Consolidated Statements of Operations of Mission West Properties for
the years ended November 30, 1996, 1995 and 1994

<PAGE>

Consolidated Statements of Cash Flows of Mission West Properties for
the years ended November 30, 1996, 1995 and 1994

Consolidated Statements of Shareholders' Equity of Mission West
Properties for the years ended November 30, 1996, 1995 and 1994

Notes to Consolidated Financial Statements of Mission West Properties
- November 30, 1996

Consolidated financial statement schedules of Mission West Properties
as follows:

Schedule XI Real Estate and Accumulated Depreciation

(a)(3) Listing of Exhibits

2.01 Second Amended Joint Plan of Reorganization of Intermark, Inc., Triton
Group Ltd., the Official Intermark Committee of Unsecured Creditors
and the Official Triton Committee of Unsecured Creditors (as modified)
dated as of June 4, 1993, incorporated herein by reference to File No.
1-8592 from Exhibit 2 to Intermark's Interim Report on Form 8-K dated
July 12, 1993.

2.02 Agreement and Plan of Merger by and between Triton and Intermark,
dated as of June 25, 1993, incorporated herein by reference to File
No. 1-8592, Amendment No. 1 to Registration Statement on Form 10/A
filed September 10, 1993.

2.03 Agreement and Plan of Merger, dated December 23, 1996, among Triton
Group Ltd., Triton Acquisition Corp. and Securities Systems Holdings,
Inc. (restated to reflect Amendment No. 1 to Agreement and Plan of
Merger dated as of March 6, 1997), incorporated herein by reference to
File No. 0-21882, Registration Statement on Form S-4 filed March 14,
1997.

3.01 Second Amended and Restated Certificate of Incorporation of Triton
Group Ltd., incorporated herein by reference to File No. 0-21882,
Registration Statement on Form S-4 filed March 14, 1997.

3.02 Second Amended and Restated By-Laws of Triton Group Ltd., incorporated
herein by reference to File No. 0-21882, Registration Statement on
Form S-4 filed March 14, 1997.

4.01 Warrant Agreement and Form of Warrant, incorporated herein by
reference to File No. 1-8592, Exhibit 4 to Intermark's Interim Report
on Form 8-K dated July 12, 1993.

4.02 Interim Rights Agreement between Triton Group Ltd. and First
Interstate Bank of California, incorporated herein by reference to
File No. 0-8138, Interim Report on Form 8-K, filed April 5, 1995.

<PAGE>

4.03 Warrant Agreement executed by Triton in favor of Patricof & Co.
Capital Corp., dated January 1, 1996 which are incorporated herein by
reference to File No. 0-8138, Annual Report on Form 10-K for the year
ended March 31, 1996.

4.04 Form of Triton Group Ltd. Common Stock Certificate incorporated herein
by reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

4.05 Form of Triton Group Ltd. Warrant Certificate incorporated herein by
reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

4.06 Form of Registration Rights Agreement, among Triton Group Ltd. and
certain stockholders of Triton Group Ltd. and Security Systems
Holdings, Inc. incorporated herein by reference to File No. 0-21882,
Registration Statement on Form S-4 filed March 14, 1997.

10.01 Loan Agreement executed by Liquor Barn in favor of Intermark dated
November 27, 1991 and amendments thereto dated January 1, 1992 and May
1, 1992, incorporated herein by reference to File No. 1-8592,
Amendment No. 1 to Registration Statement on Form 10/A filed September
10, 1993.

10.02 1993 Non-Employee Directors' Stock Option Plan, incorporated herein by
reference to File No. 1-8592, Amendment No. 1 to Registration
Statement on Form 10/A filed September 10, 1993.

10.03 Amended and Restated Promissory Note between Triton Group Ltd. and
Security Pacific Business Credit, Inc., dated July 1, 1993,
incorporated herein by reference to File No. 0-8138, Annual Report on
Form 10-K for the year ended March 31, 1994.

10.04 Amended and Restated Pledge Agreement between Triton Group Ltd. and
Security Pacific Business Credit, Inc., dated July 1, 1993,
incorporated herein by reference to File No. 0-8138, Annual Report on
Form 10-K for the year ended March 31, 1994.

10.05 Assumption and Guarantor Agreement between Triton Group Ltd. and
Security Pacific Business Credit, Inc., dated July 1, 1993,
incorporated herein by reference to File No. 0-8138, Annual Report on
Form 10-K for the year ended March 31, 1994.

10.06 Amended and Restated Post Employment Agreement between Triton Group
Ltd. and John C. Stiska dated March 22, 1995 incorporated herein by
reference to File No. 0-8138, Annual Report on Form 10-K for the year
ended March 31, 1995.

10.07 Amended and Restated Post Employment Agreement between Triton Group
Ltd. and Michael M. Earley dated March 22, 1995 incorporated herein by
reference to File No. 0-8138, Annual Report on Form 10-K for the year
ended March 31, 1995.

<PAGE>

10.08 Amended and Restated Post Employment Agreement between Triton Group
Ltd. and Mark G. Foletta dated March 22, 1995 incorporated herein by
reference to File No. 0-8138, Annual Report on Form 10-K for the year
ended March 31, 1995.

10.09 Stock Purchase Agreement between Ridgewood Properties, Inc. and Triton
Group Ltd., dated August 15, 1994, incorporated herein by reference to
File No. 0-8138, Interim Report on Form 8-K/A, filed September 2,
1994.

10.10 Agreement and Plan of Merger by and among First Aviation Services
Inc., FE Acquisition Subsidiary, Triton Group Ltd. and National
Airmotive Corporation, dated March 3, 1995, incorporated herein by
reference to File No. 0-8138, Amendment No. 1 to Interim Report on
Form 8-K/A, filed June 16, 1995.

10.11 Amendment No. 1 to Agreement and Plan of Merger, by and among First
Aviation Services Inc., FE Acquisition Subsidiary, Triton Group Ltd.
and National Airmotive Corporation, dated June 2, 1995, incorporated
herein by reference to File No. 0-8138, Amendment No. 1 to Interim
Report on Form 8-K/A, filed June 16, 1995.

10.12 Letter agreement dated October 12, 1995 between Triton Group Ltd. and
The Actava Group Inc., incorporated herein by reference to File No. 0-
8138, Interim Report on Form 8-K, filed November 2, 1995.

10.13 Stock Purchase Agreement dated September 27, 1995 between Marubeni
America Corporation and Triton Group Ltd., incorporated herein by
reference to File No. 0-8138, Interim Report on Form 8-K, filed
November 13, 1995.

10.14 First Amendment to Stock Purchase Agreement between Marubeni America
Corporation and Triton Group Ltd., dated October 31, 1995.,
incorporated herein by reference to File No. 0-8138, Annual Report on
Form 10-K for the year ended March 31, 1996.

10.15 Option Forbearance Agreement between John C. Stiska and Triton Group
Ltd. dated November 1, 1995, incorporated herein by reference to File
No. 0-8138, Interim Report on Form 10-Q, filed February 13, 1996.

10.16 Option Forbearance Agreement between Michael M. Earley and Triton
Group Ltd. dated November 1, 1995, incorporated herein by reference to
File No. 0-8138, Interim Report on Form 10-Q, filed February 13, 1996.

10.17 Option Forbearance Agreement between Mark G. Foletta and Triton Group
Ltd. dated November 1, 1995, incorporated herein by reference to File
No. 0-8138, Interim Report on Form 10-Q, filed February 13, 1996.

<PAGE>

10.18 Option Forbearance Agreement between Richard R. Tartre and Triton
Group Ltd. dated November 1, 1995, incorporated herein by reference to
File No. 0-8138, Interim Report on Form 10-Q, filed February 13, 1996.

10.19 Option Forbearance Agreement between Michael E. Cahr and Triton Group
Ltd. dated November 1, 1995, incorporated herein by reference to File
No. 0-8138, Interim Report on Form 10-Q, filed February 13, 1996.

10.20 Form of Severance Agreement, among Triton Group Ltd. and Security
Systems Holdings, Inc. and Russell R. MacDonnell incorporated herein
by reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

10.21 Form of Severance Agreement, among Triton Group Ltd. and Security
Systems Holdings, Inc. and David Heidecorn incorporated herein by
reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

10.22 Form of Severance Agreement, among Triton Group Ltd. and Security
Systems Holdings, Inc. and Gregory J. Westhoff incorporated herein by
reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

10.23 Form of Management Agreement, between Triton Group Ltd. and Triton
Group Management, Inc., incorporated herein by reference to File No.
0-21882, Registration Statement on Form S-4 filed March 14, 1997.

10.24 Form of 1997 Triton Group Ltd. Long-Term Stock Incentive Plan,
incorporated herein by reference to File No. 0-21882, Registration
Statement on Form S-4 filed March 14, 1997.

10.25 Form of Stock Option and Conversion Agreement, among Triton Group
Ltd., Security Systems Holdings, Inc., and certain stockholders of
Security Systems Holdings, Inc. incorporated herein by reference to
File No. 0-21882, Registration Statement on Form S-4 filed March 14,
1997.

10.26 Form of Affiliate Agreement, among Triton Group Ltd. and certain
affiliates of Security Systems Holdings, Inc. incorporated herein by
reference to File No. 0-21882, Registration Statement on Form S-4
filed March 14, 1997.

10.27 Lock-Up Agreement, dated December 23, 1996, among Triton Group Ltd.,
Security Systems Holdings, Inc.and certain stockholders of Security
Systems Holdings, Inc. incorporated herein by reference to File No. 0-
21882, Registration Statement on Form S-4 filed March 14, 1997.

11.01 Computation of Earnings per Share.

<PAGE>

13.01 Consolidated financial statements and financial statement schedules of
The Actava Group Inc., and its subsidiaries, as of December 31, 1994
and 1993 and for the three years ended December 31, 1994, which are
incorporated herein by reference to File No. 1-5706, Annual Report on
Form 10-K of The Actava Group Inc. for the year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A filed with the
Commission on April 28, 1995, and Amendment No. 2 on Form 10-K/A filed
with the Commission on July 13, 1995.

13.02 Consolidated financial statements and financial statement schedules of
Mission West Properties, as of November 30, 1996 and 1995 and for the
three years ended November 30, 1996 are incorporated herein by
reference to File No. 1-8383, Annual Report on Form 10-K of Mission
West Properties filed with the Commission on February 28, 1997.

16.01 Letter from Price Waterhouse LLP, incorporated herein by reference to
File No. 0-21882, Interim Report on Form 8-K, filed April 22, 1997.

21.01 Listing of Subsidiaries of Triton.

27.01 Financial Data Schedules.
_____

(b) There were no interim reports on Form 8-K filed during the fourth
quarter ended March 31, 1997.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

TRITON GROUP LTD.
(Registrant)

DATE: April 15, 1997 /s/ Michael M. Earley
------------------------------
Michael M. Earley
President, Chief Executive Officer
and Director

Pursuant to requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

DATE: April 15, 1997 /s/ Mark G. Foletta
------------------------------
Mark G. Foletta
Senior Vice President,
Chief Financial Officer &
Corporate Secretary

DATE: April 15, 1997 /s/ Michael E. Cahr
------------------------------
Michael E. Cahr
Director

DATE: April 15, 1997 /s/ Richard R. Tartre
------------------------------
Richard R. Tartre
Director

<PAGE>

EXHIBIT 11.01

TRITON GROUP LTD.

COMPUTATION OF EARNINGS PER SHARE (1)

Years ended March 31
----------------------------
1997 1996 1995
-------- -------- --------
(Amounts in thousands,
except per share data)
SHARES USED FOR COMPUTATION
PRIMARY METHOD:
Weighted average shares of common stock 2,151 2,019 1,998
Net effect of dilutive stock options
based on the treasury stock method
using average market price 4 42
-------- -------- --------
2,155 2,061 1,998
======== ======== ========
FULLY-DILUTED METHOD:
Weighted average shares of common stock 2,151 2,019 1,998
Net effect of dilutive stock options
based on the treasury stock method
using ending market price 4 57
-------- -------- --------
2,155 2,076 1,998
======== ======== ========
NET INCOME USED FOR COMPUTATION:
Income from continuing operations $ 5,130 $ 25,072 $(10,663)

Income from discontinued operations 2,514 (13,604)
-------- -------- --------
Net income $ 5,130 $ 27,586 $(24,267)
======== ======== ========
PER SHARE AMOUNTS:
Primary Method:
Income from continuing operations $2.38 $12.16 $ (5.34)
Income from discontinued operations 1.22 (6.81)
-------- -------- --------
Net income $2.38 $13.38 $(12.15)
======== ======== ========
FULLY DILUTED METHOD:
Income from continuing operations $2.38 $12.08 $ (5.34)
Income from discontinued operations 1.21 (6.81)
-------- -------- --------
Net income $2.38 $13.29 $(12.15)
======== ======== ========

(1) All information reported gives retroactive effect to the Reverse Stock
Split consummated in connection with the Alarmguard Merger on April 15,
1997.

<PAGE>

EXHIBIT 21.01

TRITON GROUP LTD.

SUBSIDIARY CORPORATIONS

AS OF MARCH 31, 1997

State
of
Name Incorporation
- --------------------------------------------------------------------------------

La Jolla Insurance Company, Limited.....................................Bermuda
Mission West Properties..............................................California

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-K FILED FOR THE PERIOD ENDING MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 15,307
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,977
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,082
<CURRENT-LIABILITIES> 471
<BONDS> 0
0
0
<COMMON> 2
<OTHER-SE> 15,063
<TOTAL-LIABILITY-AND-EQUITY> 18,082
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (1,365)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,281
<INCOME-TAX> (151)
<INCOME-CONTINUING> 5,130
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,130
<EPS-PRIMARY> 2.38<F1>
<EPS-DILUTED> 2.38<F1>
<FN>
<F1>Per share data retroactively gives effect to the Reverse Stock Split
consummated in connection with the Alarmguard Merger on April 15, 1997
</FN>

</TABLE>